Regulation 37A - Sale, lease or disposal of an undertaking outside Scheme of Arrangement - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 [ 37A. Sale, lease or disposal of an undertaking outside Scheme of Arrangement (1) A listed entity carrying out sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of such entity or where it owns more than one undertaking, of the whole or substantially the whole of any of such undertakings, shall - (a) take prior approval of shareholders by way of special resolution; (b) disclose the object of and commercial rationale for carrying out such sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of the entity, and the use of proceeds arising therefrom, in the statement annexed to the notice to be sent to the shareholders: Provided that such a special resolution shall be acted upon only if the votes cast by the public shareholders in favour of the resolution exceed the votes cast by such public shareholders against the resolution: Provided further that no public shareholder shall vote on the resolution if he is a party, directly or indirectly, to such sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of the listed entity. Explanation. For the purposes of this regulation, the terms undertaking and substantially the whole of the undertaking shall have the same meaning as assigned to them under clause (a) of sub-section (1) of section 180 of the Companies Act, 2013. (2) The requirement as specified in sub-regulation (1) shall not be applicable for sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking by a listed entity to its wholly owned subsidiary whose accounts are consolidated with such listed entity: Provided that prior to such wholly owned subsidiary selling, leasing or otherwise disposing of the whole or substantially the whole of the undertaking received from a listed entity, whether in whole or in part, to any other entity, such listed entity shall comply with the requirements specified in sub-regulation (1): Provided further that the listed entity shall comply with the requirements specified in sub-regulation (1) before diluting its shareholding below hundred percent in its wholly owned subsidiary to which the whole or substantially the whole of the undertaking of such listed entity was transferred. Explanation: The provisions of this regulation shall not be applicable where sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of a listed entity is by virtue of a covenant covered under an agreement with a financial institution regulated by or registered with the Reserve Bank of India or with a Debenture Trustee registered with the Board. ] ************* NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 w.e.f. 14-06-2023 (Provided further that the amendment in regulation 3, sub-regulation XII of these amendment regulations shall not be applicable to such sale, lease or disposal of undertakings of a listed entity where the notice has already been dispatched to the shareholders of the listed entity:)