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TMI BlogScheme of Arrangement under the Companies Act, 1956 – Revised requirements for the Stock Exchanges and Listed Companies - ClarificationX X X X Extracts X X X X X X X X Extracts X X X X ..... ementing certain provisions of the said Circular. Accordingly, upon examination of the representations and concerns raised therein, it has been decided to provide clarifications and modify certain provisions of the said Circular as detailed below: 3. Applicability: 3.1. SEBI Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 is applicable to all listed companies undertaking a Scheme of Arrangement under Part IV and Chapter V of Part VI of the Companies Act, 1956, (Amalgamation/ Merger/ Reconstruction/ Reduction Of Capital, etc.) 3.2. Thus, it is hereby clarified that the Circular referred to in paragraph 3.1 above and this Circular are applicable even to cases where no exemption from Rule 19(2)(b) of Securities Contracts (Reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity A; and c. every shareholder in entity B holds equity shares in the same proportion as held in entity A before the demerger. it will be treated as 'no change in shareholding pattern'. ii. In case a wholly-owned-subsidiary (say, entity X ) of a listed entity is merged with the parent listed company (say, entity Y ), where the shareholders and the shareholding pattern of entity Y remains the same, it will be treated as 'no change in shareholding pattern'. 4.5. In all other cases, 'Valuation Report from an Independent Chartered Accountant' shall be required. 4.6. For the limited purpose of this Circular, 'resultant company' shall mean a company arising / remaining after the listed company und ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (2)(b) of Securities Contracts (Regulation) Rules, 1957 on designated stock exchange, in case the company is listed solely on regional stock exchange. 7. Para 5.16 of the Circular dated February 4, 2013 shall stand replaced as under: 5.16 (a) Listed companies shall ensure that the Scheme submitted with the Hon ble High Court for sanction, provides for voting by public shareholders through postal ballot and e-voting, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution, in the following cases: i. Where additional shares have been allotted to Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter / Promoter Group, Subsidi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5.16 (b) above shall be displayed on the websites of stock exchanges and the listed company along with other documents submitted, as stipulated under Para 2, Part A, Annexure I, of the SEBI Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013. 5.16 (d) Any mis-statement or furnishing of false information with regard to the said undertaking would be viewed seriously and liable for punitive action as per the provisions of applicable laws and regulations. 5.16 (e) For the purpose of this Circular, 'Related Party' shall carry the same meaning as defined under AS 18 or IND AS 24. 8 . Applicability of this Circular: The Circular is applicable to listed companies undertaking Scheme of Arrangement which are governed by the SEBI ..... X X X X Extracts X X X X X X X X Extracts X X X X
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