Salient features of the revised norms of SEBI (Securities and Exchange Board of India)
Salient features of the revised norms of SEBI (Securities and Exchange Board of India) are as follows:
The requirements of the circular relating to the merger and amalgamation can be divided in to 2 parts:
? Requirements before the scheme is submitted for sanction of the High Court
? Requirement after the scheme is sanctioned by the High Court
REQUIREMENTS BEFORE THE SCHEME IS SUBMITTED TO THE HIGH COURT FOR ITS SANCTION:
Obligation of Listed companies/Stock exchange
1. Listed companies desirous of undertaking the scheme of arrangement under chapter V of the Companies Act shall file draft scheme with the stock exchange along with the following documents.
I. Valuation report from the Independent Charted accountant
II. Report from the audit committee recommending the scheme
III. Fairness of opinion by independent merchant banker
IV. Pre & post amalgamation shareholding pattern
V. Audited financial results of last 3 years
VI. Compliance with clause 49 of listing agreement
VII. Complaints report in prescribe manner
And shall choose one of the Stock Exchanges as the designated stock exchange for the purpose of coordinating with SEBI. Designated Stock Exchange shall forward the same to SEBI within 3 working days.
2. Listed Companies shall place before its Audit Committee the valuation report obtained from the independent charted accountant and Audit Committee shall give a report recommending the scheme.
3. The stock exchanges shall process the draft scheme and shall forward objection and no objection letter to SEBI within 30 days of the receipt of the draft scheme from the listed Company or within 7 days of the receipt of the satisfactory reply on any clarification sought by Stock Exchanges from Company or Independent charted Accountant.
4. The stock Exchanges shall issue the observation letter to the listed company within 7 days of the receipt of the comments from the SEBI on draft scheme.
5. The listed company shall disclose the draft scheme and the documents as stated in point 1 on its website within 24 hour of filling the same with stock exchanges.
6. The stock exchanges shall also disclose on their websites aforesaid draft scheme and documents immediately on the receipt of the same.
7. Listed companies shall ensure that approval of the shareholders by way of special resolution for the scheme is obtained by postal ballot and e-voting and the scheme shall also provide that SR shall not be acted upon if it is not supported by minority shareholders by a majority of 2/3rd or more.
8. Condition to be satisfied by listed entity for claiming exemption from strict enforcement of rule 19 (2) (b) of securities contract regulation rules, listing of securities without making initial public offer:
i. Equity shares proposed to be allotted to by unlisted entity to the shareholders of listed entity shall be allotted pursuant to the scheme of arrangement sanctioned by the high court under section 391-394 of companies act, 1956.
ii. At least 25% of post scheme aid up share capital of the transferee company shall be held by the public shareholders of transferor entity.
iii. Transferee entity shall not issue any shares which are not covered under the scheme.
iv. There shall be no outstanding warrants/instrument entitle the holder thereof to take shares in the transferee company at any future date, if there exist any such instrument, the minimum shareholding as discussed above shall be calculated on expanded share capital assuming full conversion of the said instrument.
v. Shares transferred in lieu of locked in shares shall be under lock-in for remaining period.
Processing of the draft scheme by SEBI
SEBI shall process the draft scheme forwarded to it by stock exchanges and may sought clarification from any person relevant in this regard. SEBI shall make endeavors to provide its comments on the draft scheme to the stock exchanges within 30 days of the latter of following:
Date of receipt of satisfactory reply to the clarification sought by SEBI, if any.
1. Date of receipt of fairness of opinion from independent charted accountant sought by SEBI, if any.
2. Date of receipt of no objection/objection from the stock exchange.
Manner of Approval of scheme by Shareholders
Listed companies shall ensure that the approval of the shareholders by way of special resolution for sanction of scheme is obtained through postal ballot and e-voting. Besides the scheme also provide that special resolution shall be acted upon if it is supported by 2/3rd or more of the total minority shareholders.
Redressal of Complaints Pertaining to the Scheme
1. All the listed complaints received by the SEBI pertaining to the draft scheme shall be forwarded to the designated stock exchange for necessary action and resolution by listed Company.
2. Listed Company shall, within 7 days of the expiry of 21 days from the date of filling draft scheme with the stock exchanges, submit a complaint report to the stock exchanges prior to obtaining observation letter, containing prescribed particulars and shall send the said complaint report to the shareholders along with the notice sent to the shareholders for seeking their approval for proposed scheme of Compromises and arrangement.
3. The stock exchange shall forward the Complaint Report to the SEBI before the issuance of comments by SEBI.
REQUIREMENTS AFTER THE SCHEME IS SANCTIONED BY THE HIGH COURT.
1. After the scheme is sanctioned by the Hon ble high court the listed Company shall Submitted the following Documents with the stock exchange.
I. Copy of the order of high court approving the scheme.
II. Result of the voting by shareholders approving the scheme.
III. Statement explaining the changes, if any and the reason thereof.
IV. Status of the compliance with the observation letter.
V. Application seeking the exemption from the strict enforcement of Rule 19 (2) (b) of securities Contracts (Regulation) Rules.
VI. Complaint Report.
2. The Designated stock exchange shall forward its recommendations to the SEBI on the aforesaid document and SEBI shall make all reasonable efforts to give its comments/approval within 30 days thereafter.
3. An unlisted issuer may make an application to the board through stock exchange claiming exemption from the strict enforcement of rule 19 (2) (b) of securities contract regulation rules if it satisfies the following condition:
I. Observation letter has been issued by stock exchanges
II. Listing of the equity shares is in terms schemes sanctioned by the High court.
III. Shares have been allotted by the unlisted issuer to the shareholders listed entity and share certificate has been dispatched or the names of allottees have been entered in the records of depositories.
4. The formalities for commencing trading shall be completed within 45 days of the order of the High court and transferee company shall give an advertisement containing the prescribed information about the transferee company in 1 English, 1 Hindi newspaper having nationwide circulation and in 1 regional language newspaper having wide circulation at a place where registered office of transferee entity is situated.
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