valid as on 25/02/2024

94A. Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed their non-convertible debt securities or non-convertible redeemable preference shares.
Effective date 14.11.2022

 

(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.

  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 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.
  2. 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 19.12.2022 regarding Clarifications with respect to SEBI Circular on Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Nonconvertible Redeemable Preference shares (NCRPS)’


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 30.06.2023 regarding Master Circular – Listing Compliance


NSE Circular dated 19.12.2022 regarding Clarifications with respect to SEBI Circular on Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Nonconvertible Redeemable Preference shares (NCRPS)’


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 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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