Sebi revises norms for companies seeking scheme of arrangement

Market regulator Sebi has revised norms required for publicly traded companies which are planning to list their equities after amalgamation or de-merger.

In recent past, Sebi said it has been receiving applications seeking exemption from certain entities where there are inadequate disclosures, convoluted schemes of arrangement and exaggerated valuations, among others.

The Securities and Exchange Board of India (Sebi) has also revised the requirements for bourses.

"Sebi is of the view that granting listing permission or exemption from the requirements of Rule 19(2)(b) of SCRR, 1957 based on such applications may not be in the interest of minority shareholders," it said in a circular yesterday.

"At the same time, if listing permission or such an exemption is delayed or denied, it would add to the uncertainty and would deprive shareholders of an exit opportunity," it added.

Among others, listed companies shall also include the 'Complaints Report' in the notice sent to the shareholders while seeking approval of the scheme.

The 'Complaints Report' should be given by the stock exchanges to Sebi before the market regulator communicates its comments on the draft scheme.

Listed companies planning for a scheme of arrangement has to place before its Audit Committee the Valuation Report obtained from an Independent Chartered Accountant.

"The Audit Committee shall furnish a report recommending the draft scheme, taking into consideration, inter alia, the aforementioned valuation report," the circular said.     

After receiving the draft scheme, the concerned bourse should forward the same to Sebi within three working days.     

Bourses have to process the draft scheme -- including seeking clarifications from company and/or opinion from Independent Chartered Accountant -- and forward their 'Objection/No-Objection' letter to the market regulator.

Upon receipt of 'Objection/No-Objection' letter from the stock exchanges, Sebi shall provide its comments on the draft scheme to the stock exchanges. Sebi would endeavour to provide its comments on the draft scheme to the stock exchanges within 30 days, subject to certain conditions.     

As per existing norms, a listed company should file any scheme/petition, proposed to be filed before any Court or Tribunal with the stock exchange for approval, at least a month before it is presented to the Court or Tribunal.

Pursuant to a scheme of reconstruction or amalgamation being sanctioned by the High Court under certain sections the Companies Act, the listed companies desirous of getting their equity shares listed after merger/de-merger/amalgamation etc. were required to seek an exemption from Sebi.