Master Circular on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957
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Listing eligibility via scheme of arrangement: procedural, disclosure and investor protection conditions for listing without an IPO.
The circular consolidates SEBI's requirements for schemes of arrangement and applications under sub-rule (7) of rule 19 of the SCRR: listed entities must file draft schemes with a designated stock exchange and provide supporting documents (valuation by a Registered Valuer, fairness opinion, audited financials, auditor's certificate, compliance and complaints reports, unpaid dues report), disclose material information on websites, and secure e voting by public shareholders in specified cases; stock exchanges must forward documents to SEBI, which will comment after receiving no-objection letters, and additional conditions govern listing of NCRPS/NCDs and lock-in and disclosure obligations where a listed company merges into an unlisted transferee.