The Securities and Exchange Board of India (SEBI) on June 20, 2023, issued a Master Circular on(i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957
This Circular aims to protect the interest of investors in securities and to promote the development and regulate the securities market.
The following has been stated namely: -
• It states that in order to enable the users to have access to the applicable circulars in one place, the Master Circular in respect of schemes of arrangement has been prepared.
• It states that with the issuance of this Master Circular, the directions/instructions contained in the Circulars listed out in Schedule I to this Master Circular shall stand rescinded.
• It further states that Notwithstanding such rescission:
(i) Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular.
(ii) Any application made to SEBI under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular.
(iii) The previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation, or liability acquired, accrued, or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
• The Recognized Stock Exchanges, Issuers, and other stakeholders are directed to perform the following functions namely: -
(i) Comply with the conditions laid down in this circular
(ii) Bring the provisions of this circular to the notice of listed entities/issuers of listed Non-Convertible Securities, Securitized debt instruments, and/ or Commercial Paper
(iii) Disseminate the provisions of the circular on their website.
(iv) Put in place the necessary systems and infrastructure for the implementation of this circular.
(v) Monitor compliance with the provisions of the circular
(vi) Make consequential changes, if any, to their respective bye-laws and communicate and create awareness amongst the stakeholders.
• This Master Circular is available on SEBI website at www.sebi.gov.in under the category “Legal -> Master Circulars”
[Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93]
