TMI BlogSchemes of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957X X X X Extracts X X X X X X X X Extracts X X X X ..... th respect to listing prescribed by these rules. 2. Thus the additional requirements in order to achieve the intent of regulations 11, 37 and 94 and for availing exemption under sub-rule (7) of rule 19 of SCRR, if applicable are placed at Annexure-I. 3. Applicability: The Circular shall come into force w.e.f December 01, 2015. The Schemes already submitted to the stock exchange in terms of Part A of SEBI Circular CIR/CFD/DIL/5/2013 dated February 04, 2013 read with CIR/CFD/DIL/8/2013 dated May 21, 2013, shall be governed by the requirements specified in these circulars. 4. The Stock Exchanges are advised to bring the provisions of this circular to the notice of Listed Entity and also to disseminate the same on its website. 5. This circular is issued under regulations 11, 37 94 read with regulation 101(2) of listing regulations and Rule 19(7) of SCRR, 1957. 6. This circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework/Circulars . Yours faithfully, B.N. Sahoo General Manager biranchins@sebi.gov.in ANNEXURE I I. Requirements before the Scheme of arrangement is submitted for sanction by the Hon bl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll obtain in-principle approval for listing of equity shares on any stock exchange having nationwide trading terminals. (c) In cases, wherein exemption from Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 is not sought by the listed entity, one of the stock exchanges having nationwide trading terminals shall provide a platform for dissemination of information of such Schemes and other documents required under this circular. For such purpose, stock exchanges having nationwide trading terminals may charge reasonable fees from such companies. 3. Submission of Documents The Listed entity shall submit the following documents to the stock exchanges:- (a) Draft Scheme of arrangement/ amalgamation/ merger/ reconstruction/ reduction of capital, etc.; (b) Valuation Report as per Para (4) below; (c) Report from the Audit Committee recommending the Draft Scheme, taking into consideration, inter alia, the Valuation Report. The Valuation Report is required to be placed before the Audit Committee of the listed entity; (d) Fairness opinion by merchant banker ion valuation of assets / shares done by the valuer for the listed entity and unlisted company; (e) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Central Government under Section 133 of the Companies Act, 2013 read with the rules framed thereunder or the Accounting Standards issued by ICAI, as applicable, and other generally accepted accounting principles. Provided that in case of companies where the respective sectoral regulatory authorities have prescribed norms for accounting treatment of items in the financial statements contained in the scheme, the requirements of the regulatory authorities shall prevail. Explanation For this purpose, mere disclosure of deviations in accounting treatments as prescribed in the aforementioned Accounting Standards and other generally accepted Accounting Principles shall not be deemed as compliance with the above. (b) The standard format for auditors certificate would be as per Annexure II. 6. Redressal of Complaints (a) The Listed entity shall submit to stock exchanges a Complaints Report which shall contain the details of complaints/comments received by it on the Draft Scheme from various sources (complaints/comments written directly to the listed entity or forwarded to it by the stock exchanges/SEBI) as per Annexure III of this Circular prior to obtaining Observatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ary/(s) of Promoter / Promoter Group of the listed entity , or ii. Where the Scheme of Arrangement involves the listed entity and any other entity involving Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter / Promoter Group, Subsidiary/(s) of Promoter / Promoter Group. iii. Where the parent listed entity, has acquired the equity shares of the subsidiary, by paying consideration in cash or in kind in the past to any of the shareholders of the subsidiary who may be Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter /Promoter Group, Subsidiary/(s) of Promoter / Promoter Group of the parent listed entity company, and if that subsidiary is being merged with the parent listed company under the Scheme of arrangement. (b) Such Scheme of arrangement shall also provide that the Scheme of arrangement shall be acted upon only if the votes cast by the public shareholders in favor of the proposal are more than the number of votes cast by the public shareholders against it. The term 'public' shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 195 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hanges. (d) date of receipt of copy of in-principle approval for listing of equity shares of the company seeking exemption from Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 on designated stock exchange, in case the listed entity is listed solely on regional stock exchange. 3. All complaints/comments received by SEBI on the Draft Scheme of arrangement shall be forwarded to the designated stock exchange, for necessary action and resolution by the listed entity. II. (a) Requirements after the Scheme is Sanctioned by the Hon ble High Court (hereinafter referred to as Approved Scheme ) and (b) application for relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957, as applicable A. Requirements to be fulfilled by Listed Entity 1. Eligibility conditions for entities seeking relaxation under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 Stock exchanges shall ensure that , an unlisted issuer may make an application to the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957, pursuant to Part I of Annexure I this Circular if it satisfies the fol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... applicable, shall confirm that it has taken steps for listing of its specified securities, within thirty days of the receipt of the order of the Hon ble High Court sanctioning the Scheme, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transferor entity) are/were listed. 6. The formalities for commencing of trading shall be completed within forty five days of the order of the Hon ble High Court. Before commencement of trading, the transferee entity shall give an advertisement in one English and one Hindi newspaper with nationwide circulation and one regional newspaper with wide circulation at the place where the registered office of the transferee entity (is situated, giving following details: (a) Name and address of its registered office; (b) Details of change of name and/or object clause; (c) Capital structure - pre and post scheme of amalgamation. This shall provide details of the authorized, issued, subscribed and paid up capital (Number of instruments, description, and aggregate nominal value); (d) Shareholding pattern giving details of its promoter group shareholding, group companies; (e) Names of its ten largest sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aking an initial public offer of warrants, may make an application to the Board under sub-Rule (7) of rule 19 of the SCRR seeking relaxation from strict enforcement of clause (b) to sub-rule (2) of rule 19 if it satisfies the following conditions: (a) warrants are issued as combined offering of NCDs and warrants through qualified institutions placement under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as the ICDR Regulations ); (b) the issuer is in compliance with all the provisions of Chapter VIII of the ICDR Regulations ; and (c) NCDs and warrants shall be traded in the minimum trade lot of one lakh rupees. D. Requirements to be fulfilled by Stock Exchange(s) 1. The designated stock exchange shall forward the documents to the Board along with its recommendations on documents and recommendation, if applicable, on the application for granting exemption, under sub-rule (7) of rule 19 of SCRR. E. Processing of the Scheme by SEBI 1. The Board may, while granting relaxation, if any, under sub-rule (7) of rule 19 of SCRR, stipulate any other conditions as may be deemed necessary in the inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Central Government under the Companies Act, 1956/ Companies Act, 2013 and/or the accounting treatment in respect of . (specify the financial statement item(s)) as prescribed by . (name of the regulator) vide its Notification . (details of the Notification) which prevail over the accounting treatment for the same as prescribed under the aforesaid Accounting Standards (wherever applicable), except the following: This Certificate is issued at the request of the . (name of the Company) pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to the .. (name of the Stock Exchange(s)). This Certificate should not be used for any other purpose without our prior written consent. For .. (name of the Firm) Chartered Accountants Firm Registration No.: Signature (Name of the member) Designation (Partner or proprietor, as may be applicable): Membership Number: Place: Date: ANNEXURE III Format for Complaints Report Part A Sr. No. Particula ..... X X X X Extracts X X X X X X X X Extracts X X X X
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