Schemes of Arrangement by Listed Entities - Clarification w.r.t. timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee - SEBI - SEBI/HO/CFD/SSEP/CIR/P/2022/003

CIRCULAR SEBI/HO/CFD/SSEP/CIR/P/2022/003 January 03, 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 - Clarification w.r.t. timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee 1. SEBI vide Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated November 16, 2021 and Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/659 dated November 18, 2021 has notified changes to the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020. 2. In respect of the NOC as required in terms of Circular dated November 16, 2021 and November 18, 2021, it is now clarified that the NOC shall be submitted before the receipt of the No-objection letter from stock exchange in terms of Regulation 37(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 3. 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 4. 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. 5. 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 - [email protected]