**Summary:**
This circular, issued by the Securities and Exchange Board of India (SEBI) on November 18, 2021 (Reference No. SEBI/HOCFDD/IL2/CIR/P/2021/0000000659), serves as an addendum to Circular No. SEBI/HOCFDD/IL1/CIR/P/2020/249 dated December 22, 2020, regarding schemes of arrangement by listed entities. It supplements the changes notified in Circular No. SEBI/HOCFDD/IL2/CIR/0/2021 dated November 16, 2021.
The key amendment introduces a requirement for a No Objection Certificate (NOC) from lending scheduled commercial banks, financial institutions, and debenture trustees. This applies to Part I, Para A 2(k) of the original circular dated December 22, 2020.
This circular is effective immediately for all schemes filed with stock exchanges from November 18, 2021. Recognized stock exchanges are directed to disseminate the provisions of this circular to listed companies and on their websites.
This circular is issued under the authority of Section 11(1) of the Securities and Exchange Board of India Act, 1992, Regulations 11, 37, and 94 read with Regulation 101(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Rule 19(7) of the Securities Contracts Regulation Rules, 1957. The purpose is to protect investor interests, promote the development of the securities market, and regulate said market.
The circular is available on the SEBI website (www.sebi.gov.in) under the categories "Legal Framework" and "Circulars."
For further information, contact Yogita Jadhav, General Manager, Corporation Finance Department, at +91 22 2644 9583 or via email at yogitaj@sebi.gov.in.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body for the securities market in India.
Recognized Stock Exchanges: Stock exchanges in India recognized by SEBI, excluding commodity exchanges.
Recognized Depositories: Organizations recognized by SEBI to hold securities in electronic form.
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015: Regulations governing the listing and disclosure requirements for companies listed on Indian stock exchanges.
Securities and Exchange Board of India Act, 1992: The Act of the Parliament of India that established the Securities and Exchange Board of India (SEBI).
Securities Contracts Regulation Rules, 1957: Rules pertaining to the regulation of securities contracts in India.
SEBIHOCFDDIL2CIR02021: SEBI Circular No. SEBIHOCFDDIL2CIR02021 dated November 16, 2021 which notified changes to the Master Circular No. SEBIHOCFDDIL1CIRP2020249
SEBIHOCFDDIL1CIRP2020249: Master Circular No. SEBIHOCFDDIL1CIRP2020249 dated December 22, 2020.
CIRCULAR
SEBI/HO/CFD/DIL2/CIR/P/2021/0000000659 November 18, 2021
To
All Recognized Stock Exchanges (except Commodity Exchanges)
All Recognized Depositories
Issuer Companies
Merchant Bankers and Brokers registered with SEBI
Registrars to an Issue
Dear Sir / Madam,
Sub: Schemes of Arrangement by Listed Entities
1. SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/0/2021 dated November 16, 2021 notified
changes to the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22,
2020.
2. In this regard, an addendum to the aforesaid Circular dated November 16, 2021 is placed at
Annexure 1.
3. Applicability of this Circular: This Circular shall be applicable for all the schemes filed with the
stock exchanges from the date of the Circular.
4. The recognized stock exchanges are directed to bring the provisions of this circular to the notice
of the listed companies and also to disseminate the same on their website
5. This circular is issued in exercise of powers conferred by Section 11(1) of the Securities and
Exchange Board of India Act, 1992 and Regulations 11, 37 and 94 read with Regulation 101(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 19(7) of
Securities Contracts (Regulation) Rules, 1957 to protect the interests of investors in securities
and to promote the development of, and to regulate the securities market.
Page 1 of 36. A copy of this circular is available on SEBI website at www.sebi.gov.in under the categories
“Legal Framework/Circulars”.
Yours faithfully,
Yogita Jadhav
General Manager
Corporation Finance Department
+91 22 2644 9583
Email - yogitag@sebi.gov.in
Page 2 of 3Annexure
Addendum - Amendment to PART-I of Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated
December 22, 2020 (‘the circular’)
1. Insertion of Part I Para A 2(k)
No Objection Certificate (NOC) from the lending scheduled commercial banks/financial
institutions/debenture trustees.
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