Regulation 94 - Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed their specified securities - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Draft Scheme of Arrangement Scheme of Arrangement 5 [in case of entities that have listed their specified securities]. 94. (1) The designated stock exchange, upon receipt of draft schemes of arrangement and the documents prescribed by the Board, as per sub-regulation (1) of regulation 37, shall forward the same to the Board, in the manner prescribed by the Board. (2) The stock exchange(s) shall submit to the Board its 1 [ **** ] No-Objection Letter on the draft scheme of arrangement after inter-alia ascertaining whether the draft scheme of arrangement is in compliance with securities laws within thirty days of receipt of draft scheme of arrangement or within seven days of date of receipt of satisfactory reply on clarifications from the listed entity and/or opinion from independent chartered accountant, if any, sought by stock exchange(s), as applicable. (3) The stock exchange(s), shall issue 2 [ **** ] No-objection letter to the listed entity within seven days of receipt of comments from the Board, after suitably incorporating such comments in the 2 [ **** ] No-objection letter: Provided that the validity of the 3 [ **** ] No-objection letter of stock exchanges shall be six months from the date of issuance. (4) The stock exchange(s) shall bring the 4 [ **** ] objections, as the case may be, to the notice of Court or Tribunal at the time of approval of the scheme of arrangement. (5) Upon sanction of the Scheme by the Court or Tribunal, the designated stock exchange shall forward its recommendations to the Board on the documents submitted by the listed entity in terms of sub-regulation (5) of regulation 37. ************ NOTES:- 1. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as Objection Letter or 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as Observation Letter or 3. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as Observation Letter or 4. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as observations or 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022