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Norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and Depositories - SEBI - SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/45Extract ..... urt or Tribunal. Stock Exchanges are required to forward such draft schemes to SEBI for comments. 2. However, in case of unlisted MIIs desirous of undertaking scheme of arrangement or involved in a scheme of arrangement, there is no specific provision under extant law to file the draft scheme of arrangement with SEBI prior to filing the application before any Court or Tribunal. Further, the process to be followed by unlisted MIIs in case of scheme of arrangement are currently not specified. 3. With a view to harmonize and bring uniformity in the norms related to scheme of arrangement for unlisted MIIs in line with provisions currently applicable to listed MIIs, comments of unlisted MIIs were sought and the matter was deliberated in Secondar ..... x x x x x Extracts x x x x x Norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and Depositories - SEBI x x x x x Extracts x x x x x ..... ger or Demerger or Reconstruction or Reduction of Capital, etc. (hereinafter referred as “Scheme”) (b) Approval of the governing board of the unlisted MII for the proposed Scheme. (c) Valuation Report provided by an independent registered valuer, accompanied with an undertaking from the unlisted MII stating that no material event impacting the valuation has occurred during the last 6 months. The Valuation Report is required to be placed before the Audit Committee of the unlisted MII. For the purpose of this clause, the Registered Valuer shall be a person, registered as a valuer, having such qualifications and experience and being a member of an organization recognized, as specified in Section 247 of the Companies Act, 2013 read ..... x x x x x Extracts x x x x x Norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and Depositories - SEBI x x x x x Extracts x x x x x ..... debt obligation. (k) Report on Complaints containing the details of complaints or comments received by it on the proposed Scheme from various sources (complaints or comments received directly or forwarded by SEBI or any other agency) as per Annexure I. (l) Detailed Compliance Report as per the format specified at Annexure II duly certified by the Company Secretary, Chief Financial Officer and the Managing Director, confirming compliance with various regulatory requirements specified for the Scheme and all accounting standards. (m) The unlisted MII shall ensure that all dues to, and fines or penalties imposed by SEBI or any other agency have been paid or settled before filing the draft Scheme. In case of unpaid dues or fines or penalties, t ..... x x x x x Extracts x x x x x Norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and Depositories - SEBI x x x x x Extracts x x x x x ..... EBI may seek clarifications from any person relevant in this regard including the unlisted MII and if required, may also seek an opinion from an Independent Chartered Accountant. 4.5.2. SEBI shall endeavour to provide its observation letter or no-objection letter on the draft Scheme within 30 days from the later of the following: (a) date of receipt of satisfactory reply on clarifications, if any, sought from the unlisted MII; or (b) date of receipt of opinion from Independent Chartered Accountant, if any, sought by SEBI; or (c) All complaints or comments received by SEBI on the draft Scheme, if any, shall be forwarded to the unlisted MII, for necessary action and resolution of the same. 5. Validity of observation letter or no-objection let ..... x x x x x Extracts x x x x x Norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and Depositories - SEBI x x x x x Extracts x x x x x
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