valid as on 16/05/2024

59A. Draft Scheme of Arrangement and Scheme of Arrangement.
Effective date 14.11.2022

 

 (1) Without prejudice to the provisions of regulation 11, the listed entity that has listed nonconvertible debt securities or non-convertible redeemable preference shares, intends to undertake a scheme of arrangement or is involved in a scheme of arrangement under sections 230-234 and section 66 of the Companies Act, 2013, shall file the draft scheme of arrangement with the stock exchange(s), along with a non-refundable fee as specified in Schedule XI, for obtaining the No-objection letter, before filing of such scheme with the National Company Law Tribunal, in terms of the requirements specified by the Board or stock exchange(s) from time to time.

 

(2) The listed entity shall not file any scheme of arrangement under sections 230-234 and section 66 of the Companies Act, 2013, with the National Company Law Tribunal unless it has obtained a 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 National Company Law Tribunal at the time of seeking approval for the scheme of arrangement in the manner as may be specified by the Board from time to time:

Provided that the validity of the No-objection letter of the stock exchange(s) shall be six months from the date of issuance, within which the draft scheme of arrangement shall be filed by the listed entity with the National Company Law Tribunal.

(4) Upon sanction of the Scheme by the National Company Law Tribunal, the listed entity shall submit such documents, to the stock exchange(s), as may be specified by the Board and/ or stock exchange(s) from time to time.

(5) The listed entity shall ensure compliance with such other requirements as may be specified by the Board from time to time.

(6) The requirements as specified under this regulation and under regulation 94A of these regulations shall not apply to a restructuring proposal approved as part of a resolution plan by the National Company Law 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.

  1. Refer the clarification issued by NSE and BSE circulars dated 19.12.2022 with respect to SEBI Circular dated 17.11.2022 on Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Nonconvertible Redeemable Preference shares (NCRPS). To view the NSE circular, Click here. To view the BSE circular, Click here.
  2. Refer SEBI and BSE Circular dated 09.12.2022 and 10.12.2022 respectively, having reference to SEBI Circular dated 17.11.2022. To view SEBI Circular, Click here. To view BSE Circular, Click here.
  3. Refer BSE Circular dated 21.11.2022 for operational aspects with reference to scheme(s) of arrangement by entities who have listed their NCDs/NCRPS. To view the circular, Click here.
  4. Refer SEBI Circular dated 17.11.2022 for operational aspects with reference to scheme(s) of arrangement by entities who have listed their NCDs/NCRPS. To view the circular, Click here
  5. Inserted vide Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022. To view the Notification, Click here.
  1. 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.
  2. Refer Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies. To view the circular, Click here.
  3. 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.
  4. 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.
  5. Refer Updated SEBI Operational Circular as on 01.12.2022. To view the circular, Click Here.To view the BSE Circular, Click here.

SEBI Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022.


BSE Circular dated 10.12.2022 regarding Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Nonconvertible Redeemable Preference shares (NCRPS) (‘debt listed entities’)


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 21.11.2022 regarding Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS).


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


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 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


SEBI Circular dated 09.12.2022 regarding Scheme(s) of Arrangement by entities who have listed their Nonconvertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS) (‘debt listed entities’)


SEBI Circular dated 17.11.2022 regarding Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS)


SEBI Circular dated 19.12.2022 regarding clarification to SEBI circular dated 04.08.2022 on enhanced guidelines for debenture trustees and listed issuer companies on security creation and initial due diligence.


SEBI Master Circular dated 30.06.2023 regarding listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper


Updated SEBI Operational Circular dated 01.12.2022


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