Description

Standard operating procedure for applications filed under Regulation 37 and 59A of SEBI LODR for scheme of arrangements involving listing of shares.

Summary

BSE has issued a joint standard operating procedure for applications filed under Regulation 37 and 59A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to scheme of arrangements. The procedure covers equity shares to be listed by unlisted issuer (transferee entity) to holders of securities of listed entity (transferor entity) pursuant to scheme of reconstruction or amalgamation sanctioned by NCLT.

Key Points

  • Equity shares sought to be listed are proposed to be allotted by unlisted issuer to holders of securities of listed entity
  • Scheme must be sanctioned by NCLT under Section 230-234 of Companies Act, 2013
  • Companies must register on NSE’s Electronic Application Processing System Portal (NEAPS) and BSE Listing Centre
  • Procedure specifically addresses relaxation under Sub-rule (7) of rule 19 of Securities Contracts (Regulation) Rules, 1957
  • Joint SOP applicable across exchanges for consistent processing

Regulatory Changes

No new regulatory changes introduced. The circular provides standardized operating procedure for existing regulations under SEBI LODR and Securities Contracts (Regulation) Rules, 1957.

Compliance Requirements

  • Companies must register on NEAPS Portal (https://neaps.nseindia.com/NEWLISTINGCORP/) under New Registration > 19(2)(B)
  • Companies must register on BSE Listing Centre (https://listing.bseindia.com/LoginAuth.aspx) under Listing Operations > Listing Module > Issue Entry
  • Select issue type as ‘Scheme Demerger-Resulting Company’ on BSE platform
  • Follow applicable checklists provided by NSE, BSE, and MSE
  • Ensure NCLT sanction under Companies Act Section 230-234

Important Dates

No specific dates mentioned. The SOP is effective immediately for applications filed under the specified regulations.

Impact Assessment

Medium impact on companies undertaking scheme of arrangements, amalgamations, or reconstructions. Provides clarity and standardization of application process across exchanges. Streamlines procedures for transferee entities seeking to list equity shares pursuant to NCLT-sanctioned schemes. Benefits include reduced processing time and consistent requirements across exchanges.

Impact Justification

Important procedural guidance for companies undertaking scheme of arrangements but affects limited subset of market participants