valid as on 06/12/2022

Regulation 94. Draft Scheme of Arrangement & Scheme of Arrangement.
Effective date 01.12.2015

Section 230 of The Companies Act, 2013

Draft Scheme of Arrangement & Scheme of Arrangement

(1) The designated stock exchange, upon receipt of draft schemes of arrangement and the documents prescribed by the Board, as per sub-regulation (1) of regulation 37, , in the manner prescribed by the Board.

(2)  The stock exchange(s) shall submit to the Board its No-Objection Letter on the draft scheme of arrangement after inter-alia ascertaining whether the draft scheme of arrangement is in compliance with securities laws within thirty days of receipt of draft scheme of arrangement or within seven days of date of receipt of satisfactory reply on clarifications from the listed entity and/or opinion from independent chartered accountant, if any, sought by stock exchange(s), as applicable.

(3) The stock exchange(s), shall issue No-objection letter to the listed entity within seven days of receipt of comments from the Board, after suitably incorporating such comments in the Observation Letter or No-objection letter:

Provided that the validity of the No-objection letter of stock exchanges shall be six months from the date of issuance.

(4) The stock exchange(s) shall bring the objections, to the notice of Court or Tribunal at the time of approval of the scheme of arrangement.

(5) Upon sanction of the Scheme by the Court or Tribunal, the designated stock exchange shall forward its recommendations to the Board on the documents submitted by the listed entity in terms of sub-regulation (5) of regulation 37.

(1) Upon receipt of the draft schemes of arrangement and the documents under sub- regulation (1) of regulation 59A, the designated stock exchange shall forward the same to the Board, in such manner as may be specified by the Board.

(2) The stock exchange(s) shall submit to the Board its No-Objection Letter on the draft scheme of arrangement, after ascertaining whether the draft scheme of arrangement is in compliance with securities laws, within the timelines as may be specified by the Board from time to time.

(3) The stock exchange(s), shall issue No-objection letter to the listed entity in the manner and within the timelines, as may be specified by the Board from time to time:

Provided that the validity of the No-objection letter of stock exchanges shall be six months
from the date of issuance.

(4) The stock exchange(s) shall bring the objections to the notice of National Company Law
Tribunal at the time of approval of the scheme of arrangement by the National Company Law Tribunal.

(5) Upon sanction of the Scheme by the National Company Law Tribunal, the stock exchange shall forward its recommendations to the Board on the documents submitted by the listed entity in terms of sub-regulation (4) of regulation 59A.

 Inserted vide Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022. To view the Notification, 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
  1. Refer SEBI Master Circular dated 22.12.2020, to view the circular, Click Here
  2. SEBI/HO/CFD/DIL2/CIR/P/2021/0000000657 dated 16.11.2021, to view the circular, Click Here
  3. 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.
  4. Refer SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23.11.2021, to view the circular, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
  1. Inserted vide Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022. To view the Notification, Click here.
  2. 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.
  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.
Refer Updated SEBI Operational Circular as on 01.12.2022. To view the circular, Click Here.

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


Addendum to SEBI Circular dated 16-11-2021 on Scheme of Arrangement for Listed Entity


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).


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 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 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


Updated SEBI Operational Circular dated 01.12.2022


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.]

Substituted vide Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022. To view the Notification, Click here.
Substituted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here

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