Regulation 37 - Draft Scheme of Arrangement & Scheme of Arrangement - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Draft Scheme of Arrangement Scheme of Arrangement. 37. (1) Without prejudice to provisions of regulation 11, the listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, shall file the draft scheme of arrangement, proposed to be filed before any Court or Tribunal under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013, whichever applicable, 1 [along with a non-refundable fee as specified in Schedule XI,] with the stock exchange(s) for obtaining 4 [ the ] No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time. (2) The listed entity shall not file any scheme of arrangement under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013 ,whichever applicable, with any Court or Tribunal unless it has obtained 4 [ the ] No-objection letter from the stock exchange(s). (3) The listed entity shall place the 5 [ **** ] No-objection letter of the stock exchange(s) before the Court or Tribunal at the time of seeking approval of the scheme of arrangement: Provided that the validity of the 5 [ **** ] No-objection letter of stock exchanges shall be six months from the date of issuance, within which the draft scheme of arrangement shall be submitted to the Court or Tribunal. (4)The listed entity shall ensure compliance with the other requirements as may be prescribed by the Board from time to time. (5) Upon sanction of the Scheme by the Court or Tribunal, the listed entity shall submit the documents, to the stock exchange(s), as prescribed by the Board and/or stock exchange(s) from time to time. 6 [ (6) Nothing contained in this regulation shall apply to draft schemes which a) solely provide for merger of a wholly owned subsidiary with its holding company; or b) solely provide for writing off the accumulated losses against the share capital of the listed entity applied uniformly across all shareholders on a pro rata basis or against the reserves of the listed entity: Provided that such draft schemes shall be filed with recognized stock exchanges for the purpose of disclosures. ] 3 [(7) The requirements as specified under this regulation and under regulation 94 of these regulations shall not apply to a restructuring proposal approved as part of a resolution plan by the Tribunal under section 31 of the Insolvency Code, subject to the details being disclosed to the recognized stock exchanges within one day of the resolution plan being approved.] ************* NOTES:- 1 Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017. 2 Inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017, w.e.f. 15.02.2017. 3 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, w.e.f. 31.05.2018. 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as Observation Letter or 5. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as Observation letter or Observation Letter or 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, 2 [(6) Nothing contained in this regulation shall apply to draft schemes which solely provide for merger of a wholly owned subsidiary with its holding company: Provided that such draft schemes shall be filed with the stock exchanges for the purpose of disclosures.]