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TMI BlogListing of Non-Convertible Redeemable Preference Shares (NCRPS) / Non-Convertible Debentures (NCDs) through a Scheme of ArrangementX X X X Extracts X X X X X X X X Extracts X X X X ..... f Arrangement on Listed Entities and Stock Exchange(s) in Regulation 11, 37 and 94. (2) Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 (hereinafter referred to as the SCRR ) gives power to Securities and Exchange Board of India (SEBI) to relax provision of Rule 19 at its discretion and accordingly SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 laid down the detailed requirement to be complied with by listed entities while undertaking schemes of arrangement for listing of Equity or Warrants pursuant to the Scheme. (3) Such corporate restructuring may result in issuance of NCRPS or NCDs, in lieu of specified securities (specified securities as defined in the SEBI (Issue of Capital and Disclosu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted its specified securities, (demerged entity) demerges a unit and transfers the same to another entity (resultant entity), and the resultant entity issues NCRPS/NCDs to the holders of the specified securities of listed entity (i.e. demerged entity) as a consideration under the scheme of arrangement. (b) A listed entity, which has listed its specified securities, (amalgamating entity) is merged with another entity (amalgamated entity), and the amalgamated entity issues NCRPS/NCDs to the holders of the specified securities of listed entity (i.e. amalgamating entity) as a consideration under the scheme of arrangement. It is clarified that only the NCRPS/NCDs issued to the holders of listed specified securities, vide the scheme of arran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r embedded features (put option, call option, dates, notification times, etc) (g) Other terms of instruments (i.e. term sheet) (h) Any other information/details pertinent for the investors (vi) Other Conditions which would be required to be followed are as under : The listed entity shall further ensure compliance with the following: (a) The captioned issue of NCRPS/NCDs shall be in compliance with all the applicable provisions of the Companies Act, 2013 including the provisions related to creation and maintenance of Capital Redemption Reserve/Debenture Redemption Reserve. (b) All such NCRPS/NCDs shall be issued in dematerialised form only. (c) In case of NCDs, the issuer has appointed/ shall appoint Debenture Trustee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the draft schemes filed with the Stock Exchanges after the date of this circular. (7) The Schemes shall be governed by the requirements specified in Listing Regulations and any other Regulation/ Law connected therewith and as revised from time to time. The Board may, while granting relaxation, if any, under sub-rule (7) of rule 19 of SCRR, stipulate any other conditions as may be deemed necessary in the interest of investors and securities market, under the facts and circumstances of the specific case. (8) The Stock Exchanges are advised to bring the provisions of this circular to the notice of Listed Entities and also to disseminate the same on its website. (9) This circular is issued under Regulations 11, 37 94 read with Regul ..... X X X X Extracts X X X X X X X X Extracts X X X X
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