CHAPTER XV of The Companies Act, 2013
Draft Scheme of Arrangement & Scheme of Arrangement.
(1)Without prejudice to provisions of regulation 11, the listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, proposed to be filed before any Court or Tribunal under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013, whichever applicable, with the stock exchange(s) for obtaining(2) The listed entity shall not file any scheme of arrangement under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013 ,whichever applicable, with any Court or Tribunal unless it has obtained observation letter or No-objection letter from the stock exchange(s).
(3) The listed entity shall place the No-objection letter of the stock exchange(s) before the Court or Tribunal at the time of seeking approval of the scheme of arrangement:
Provided that the validity of the No-objection letter of stock exchanges shall be six months from the date of issuance, within which the draft scheme of arrangement shall be submitted to the Court or Tribunal.
(4) The listed entity shall ensure compliance with the other requirements as may be prescribed by the Board from time to time.
(5) Upon sanction of the Scheme by the Court or Tribunal, the listed entity shall submit the documents, to the stock exchange(s), as prescribed by the Board and/or stock exchange(s) from time to time.
Nothing contained in this regulation shall apply to draft schemes which
a) solely provide for merger of a wholly owned subsidiary with its holding company; or
b) solely provide for writing off the accumulated losses against the share capital of the listed entity applied uniformly across all shareholders on a pro rata basis or against the reserves of the listed entity:
such draft schemes shall be filed with recognized stock exchanges for the purpose of disclosures.
Nothing contained in this regulation shall apply to draft schemes which solely provide for merger of a wholly owned subsidiary with its holding company:
Provided that such draft schemes shall be filed with the stock exchanges for the purpose of disclosures.
The requirements as specified under this regulation and under regulation 94 of these regulations shall not apply to a restructuring proposal approved as part of a resolution plan by the Tribunal under section 31 of the Insolvency Code, subject to the details being disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
- Refer BSE and NSE Circular dated 29.09.2023 regarding Revised SOP on application filed under Regulation 37 and 59A of SEBI (LODR) Regulations, 2015 w.r.t. Scheme of Arrangements. To view the BSE Circular, Click here. To view the NSE Circular, Click here.
- Refer Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies. To view the circular, Click here.
- Refer Master Circulars dated 30.06.2023 issued by SEBI, NSE and BSE. To view the SEBI circular, Click here. To view the NSE Circular, Click here. To view the BSE Circular, Click here.
- Refer the NSE and BSE circulars dated 20.12.2022 regarding revised Standard Operating Procedure (SOP) on application filed under Regulation 37 and 59A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 w.r.t. Scheme of Arrangements. To view the NSE circular, Click here. To view the BSE circular, Click here.
- Refer SEBI Operational Circular dated 29.07.2022 for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and /or Commercial Paper. To view the circular, Click Here
- Refer SEBI Circular dated 28.03.2023 regarding norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and Depositories. To view the Circular, Click here.
- Refer SEBI Master Circular dated 22.12.2020, to view the circular, Click Here and
- Refer BSE Circular- Standard Operating Procedure (SOP) on application filed under Regulation 37 of SEBI (LODR) Regulations, 2015 w.r.t. Scheme of Arrangements dated 01.11.2021. To view the circular, Click Here
- SEBI/HO/CFD/DIL2/CIR/P/2021/0000000657 dated 16.11.2021, to view the circular, Click Here
- SEBI/HO/CFD/DIL2/CIR/P/2021/0000000659 dated 18.11.2021 Addendum to the circular dated 16.11.2021, Click Here to view the circular, on Scheme of Arrangement by Listed Entities.
- Refer SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23.11.2021, to view the circular, Click Here.
- Refer SEBI Circular dated 03.01.2022 on Schemes of Arrangement by Listed Entities – Clarification w.r.t. timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee, to view the circular, Click Here
- Refer SEBI Circular dated 01.02.2022 on Schemes of Arrangement by Listed Entities – Clarification w.r.t. timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee, to view the circular, Click Here
- Refer NSE and BSE Circular dated 28.09.2022 on Revised Standard Operating Procedure (SOP) on application filed under Regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 w.r.t. Scheme of Arrangements. To view NSE Circular, Click here. To view BSE Circular, Click here.
SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 06.03.2017
SEBI Notification dated 10.02.2017 regarding SEBI (LODR) (Amendment) Regulations, 2017
SEBI Notification dated 14.06.2023 regarding SEBI (LODR) (Second Amendment) Regulations, 2023
SEBI Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022.
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 dated 05.05.2021
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 dated 1.06.2018
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024
Addendum to SEBI Circular dated 16-11-2021 on Scheme of Arrangement for Listed Entity
BSE Circular dated 20.12.2022 regarding Revised Standard Operating Procedure (SOP) on application filed under Regulation 37 and 59A of SEBI (LODR) Regulations, 2015 w.r.t. Scheme of Arrangements
BSE Circular dated 28.09.2022 regarding Revised Standard Operating Procedure (SOP) on application filed under Regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 w.r.t. Scheme of Arrangements
BSE Circular dated 29.09.2023 regarding Revised SOP on application filed under Regulation 37 and 59A of SEBI (LODR) Regulations, 2015 w.r.t. Scheme of Arrangements
BSE Circular dated 30.06.2023 regarding Master Circular – Listing Compliance
BSE Circular- Standard Operating Procedure (SOP) on application filed under Regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 w.r.t. Scheme of Arrangements dated 01.11.2021
Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies
NSE Circular dated 20.12.2022 regarding Revised Standard Operating Procedure (SOP) on application filed under Regulation 37 and 59A of SEBI (LODR) Regulations, 2015 w.r.t. Scheme of Arrangements.
NSE Circular dated 28.09.2022 regarding Revised Standard Operating Procedure (SOP) on application filed under Regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 w.r.t. Scheme of Arrangements
NSE Circular dated 29.09.2023 regarding Revised SOP on application filed under Regulation 37 and 59A of SEBI (LODR) Regulations, 2015 w.r.t. Scheme of Arrangements
NSE Circular dated 30.06.2023 regarding Master Circular for Listed Entities
Operational Circular dated 29.07.2022 for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/or Commercial Paper.
SEBI Circular dated 01.02.2022 regarding Schemes of Arrangement by Listed Entities
SEBI Circular dated 03.01.2022 on Schemes of Arrangement by Listed Entities – Clarification w.r.t. timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee
SEBI Circular dated 28.03.2023 regarding norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and Depositories.
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/0000000657 dated November 21, 2021
SEBI Master Circular dated 22.12.2020 on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957
SEBI Master Circular dated 23.11.2021 on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957
SEBI Master Circular dated 30.06.2023 regarding listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
LODR – Schedule XI
[see regulations 37, 59A, 94 and 94A]
1. An entity with listed specified securities, or listed specified securities and listed nonconvertible debt securities or non-convertible redeemable preference shares, shall, along with the draft scheme of arrangement, remit a fee at the rate of 0.1% of the paid-up share capital of the listed/ transferee/ resulting company, whichever is higher, post the sanction of the scheme by the National Company Law Tribunal:
Provided that the total amount of fees payable shall not exceed five lakh rupees.
2. An entity with only listed non-convertible debt securities or non-convertible redeemable preference shares, shall, along with the draft scheme of arrangement, remit a fee at the rate of 0.1% of the amount of outstanding debt of the listed/ transferee/ resulting company, whichever is higher, post the sanction of the scheme by the National Company Law Tribunal:
Provided that the total amount of fees payable shall not exceed five lakh rupees.
3. The fees shall be paid by way of direct credit to the bank account of the Board through NEFT/ RTGS/ IMPS or any other mode allowed by RBI or by means of a demand draft in favour of “Securities and Exchange Board of India” payable at Mumbai.
Schedule XI – Fee in respect of draft scheme of arrangement
[see regulations 37 and 94]
1. The listed entity shall, along with the draft scheme of arrangement, remit fee at the rate of 0.1% of the paid-up share capital of the listed/transferee/resulting company, whichever is higher, post sanction of the scheme, subject to a cap of Rs. 5,00,000/-.
2. The fee specified in clause 1 shall be paid by way of direct credit to the bank account of the Board through NEFT/RTGS/IMPS or any other mode allowed by RBI or by means of a demand draft in favour of “Securities and Exchange Board of India” payable at Mumbai.]
- Refer Master Circulars dated 30.06.2023 issued by SEBI, NSE and BSE. To view the SEBI circular, Click here. To view the NSE Circular, Click here. To view the BSE Circular, Click here.
- Substituted vide Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022. To view the Notification, Click here.