The Bombay Stock Exchange (BSE) on September 29, 2023, issued a notification regarding the Revised Standard Operating Procedure on an application filed under Regulation 37 and 59A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 w.r.t. Scheme of Arrangements
The following has been stated namely: -
• it states that the Scheme of Arrangement seeking the Stock Exchange’s NOC under Regulation 37 / 59A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) shall be submitted to the Exchange along with all the documents as per the Exchange Checklist within 15 working days of board meeting approving the draft scheme of arrangement.
• It states that in case the application is not submitted within 15 working days, the company shall get fresh approval from its board considering fresh financials, valuation reports, etc.
• It states that At the time of submission of the application to the Exchange(s) under Regulation 37 / 59A of SEBI LODR, the Audited Financials of the last 3 years (financials not being older than 6 months) of unlisted companies involved in the Scheme of Arrangement has to be submitted as required under para (A) (2) (f) of Part I of SEBI Master Circular dated June 20, 2023 and para (A) (2) (e) of Part I of Chapter XII of SEBI operational Circular SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 dated July 29, 2022 updated on December 01, 2022.
• The Audited financials considered for preparation of the Valuation Report, should not be older than 3 months on the date of the valuation report. While submitting with Exchange, the detailed working of valuation under different methods shall also be given.
• The board shall consider the scheme of arrangement within 7 working days of the issuance of the valuation report
The detailed SOP has been attached to the document
[Notification No. 20230929-30]
