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 ..... Rule 19(7) of the Securities Contracts (Regulation) Rules, 1957 . 2. Empowering the stock exchanges: It has been decided to further streamline the processing of draft schemes filed with the stock exchanges, and make certain amendments to the aforesaid Circular dated March 10, 2017, as provided in the Annexure to this Circular. These amendments are aimed at ensuring that the recognized stock exchanges refer draft schemes to SEBI only upon being fully convinced that the listed entity is in compliance with SEBI Act, Rules, Regulations and circulars issued thereunder. 3. Applicability of this Circular: This Circular shall be applicable for all the schemes filed with the stock exchanges after November 17, 2020. The amendment i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Audit Committee report shall also comment on the following: Need for the merger/demerger/amalgamation/arrangement Rationale of the scheme Synergies of business of the entities involved in the scheme Impact of the scheme on the shareholders. Cost benefit analysis of the scheme. 2. Insertion of Para I A(2)(i) Following para shall be inserted in Para I A(2), Sr. No. (i) (i) Report from the Committee of Independent Directors recommending the draft Scheme, taking into consideration, interalia, that the scheme is not detrimental to the shareholders of the listed entity. 3. Amendment to Para 4 Para 4(a) of the Circular shall be replaced with the following: ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. 6. Amendment to Para C(1) and Para C(2c) The words Observation letter or in Para C(1) and Para C(2c) stand deleted. 7. Amendment to Para III(A)(5) Para III(A)(5) of Annexure 1 stands revised as under: 5. It shall be ensured that steps for listing of specified securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon ble High Court/NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity) are/were listed. Before commencement of trading, the transferee entity in addition to disclosing the information in the form of an information document on the website of the stock exchange/s shall also giv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... accounting policies in the last three years and their effect on profits and reserves; n. Summary table of contingent liabilities as disclosed in the restated financial statements; o. Summary table of related party transactions in last 3 years as disclosed in the restated financial statements; p. Details of its other group companies including their capital structure and financial statements; q. Internal Risk Factors (Minimum 5 and Maximum 10); r. Outstanding litigations and defaults of the transferee entity, promoters, directors or any of the group companies; s. Regulatory Action, if any - disciplinary action taken by SEBI or Stock Exchanges against the Promoters in last 5 financial years; t. Brief d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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