TMI BlogNorms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing Corporations and DepositoriesX X X X Extracts X X X X X X X X Extracts X X X X ..... ertaking scheme of arrangement or involved in a scheme of arrangement are required to file the draft scheme with stock exchange(s) for obtaining Observation Letter or No-objection Letter, before filing such scheme with any Court 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 harmo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to SEBI: 4.4.1. The unlisted MIIs shall provide the following information to SEBI while filing the draft scheme of arrangement for obtaining the observation letter or no-objection letter: (a) The Draft Scheme of Arrangement or Amalgamation or Merger 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (including listed debt, if any) of the entities forming part of the Scheme. (j) No Objection Certificate (NOC) from the lending scheduled commercial banks or financial institutions or debenture trustees, in case the unlisted MII or entities forming part of the Scheme have any outstanding 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 variou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any, including that of common directorships or partnerships. 4.5. Processing of the Draft Scheme by SEBI 4.5.1. Upon receipt of the application from the unlisted MII, SEBI shall provide its observation letter or no-objection letter on the draft Scheme to the MII. While processing the draft Scheme, SEBI 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2 Number of complaints forwarded by SEBI 3 Total number of complaints received (1+2) 4 Total number of complaints resolved 5 Total number of complaints pending (3-4) Part B Sr. No. Name of the Complainant Date of Complaint Status (Resolved/Pending) 1 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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