**Summary:**
This circular, issued by the Securities and Exchange Board of India (SEBI) on February 1, 2022, pertains to Schemes of Arrangement by Listed Entities. It amends the Master Circular No. SEBI/HO/CFD/DIL1/CIR/2020/249 dated December 22, 2020, specifically addressing the requirement for a No Objection Certificate (NOC). The circular modifies Part I, Para A 2(k) of the master circular, stipulating that the NOC must be obtained from lending scheduled commercial banks, financial institutions, debenture trustees, and secured creditors representing at least 75% of the secured debt value. This circular is applicable to all schemes filed with stock exchanges after November 16, 2021. Recognized stock exchanges are directed to disseminate the provisions of this circular to listed companies and publish it on their websites. The 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 development, and regulate the securities market. Further information can be obtained from Yogita Jadhav, General Manager, Corporation Finance Department, at (91 22) 2644 9583 or yogitaj@sebi.gov.in. The circular is available on the SEBI website (www.sebi.gov.in) under the Legal Framework/Circulars category.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body for securities market in India.
Schemes of Arrangement: Refers to corporate restructuring plans undertaken by listed entities, subject to regulatory approvals.
Circular No. SEBI/HO/CFD/DIL2/CIR/02021 dated November 16, 2021: A previous circular issued by SEBI regarding Schemes of Arrangement.
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/0000000659 dated November 18, 2021: A previous circular issued by SEBI regarding Schemes of Arrangement.
Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020: A master circular providing comprehensive guidelines on Schemes of Arrangement.
Recognized Stock Exchanges: Stock exchanges in India recognized by SEBI, excluding commodity exchanges.
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015: Regulations governing the listing and disclosure requirements for companies listed on stock exchanges.
Securities Contracts Regulation Rules, 1957: Rules pertaining to the regulation of securities contracts.
CIRCULAR
SEBI/HO/CFD/DIL2/CIR/P/2022/11 February 01, 2022
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 and Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2021/0000000659 dated November 18, 2021, has notified
changes to the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22,
2020 (‘the circular’).
2. In respect of the No Objection Certificate (NOC) as required in terms of Circular dated
November 16, 2021 and November 18, 2021, Part I Para A 2(k) of the circular* shall read as
follows:
No Objection Certificate (NOC) from the lending scheduled commercial banks/ financial
institutions/ debenture trustees, from not less than 75% of the secured creditors in value.
(*Addendum to Part I Para A 2(k) of the Master Circular No.
SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020)
3. Applicability of this Circular: This Circular shall be applicable for all the schemes filed with the
stock exchanges after Nov 16, 2021.
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
Page 1 of 25. 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.
6. 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
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