Description

Standard operating procedure for applications filed under SEBI LODR Regulations for scheme of arrangements involving listing of unlisted entity securities.

Summary

This circular provides the joint standard operating procedure for applications filed under Regulation 37 and 59A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 related to scheme of arrangements. It outlines the process for listing equity shares of unlisted entities (transferee) to holders of securities of listed entities (transferor) pursuant to NCLT-sanctioned schemes.

Key Points

  • Applies to equity shares allotted by unlisted issuer to holders of listed entity securities
  • Requires NCLT sanction under Sections 230-234 of Companies Act, 2013
  • Companies must register on NSE’s NEAPS Portal and BSE Listing Centre
  • Provides framework for relaxation under Sub-rule (7) of rule 19 of Securities Contracts Rules, 1957
  • References multiple SEBI circulars and exchange guidelines

Regulatory Changes

No new regulatory changes introduced. This circular consolidates existing procedures and provides standardized approach for scheme of arrangement applications across exchanges.

Compliance Requirements

  • Companies must register on NEAPS Portal (https://neaps.nseindia.com/NEWLISTINGCORP/) for NSE applications
  • Registration required on BSE Listing Centre (https://listing.bseindia.com/LoginAuth.aspx) for BSE applications
  • Must follow applicable SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
  • Scheme must be sanctioned by NCLT under Companies Act provisions
  • Compliance with Securities Contracts (Regulation) Rules, 1957

Important Dates

No specific deadlines mentioned. Applications processed as per standard timelines once submitted through respective portals.

Impact Assessment

Medium impact on companies planning scheme of arrangements involving listing. Standardizes procedures across NSE, BSE, and MSE, providing clarity on application processes. Affects unlisted companies seeking listing through reconstruction/amalgamation schemes and their advisors.

Impact Justification

Procedural guidance for specific listing scenarios involving scheme of arrangements