STOCK EXCHANGE & SEBI VIS-À-VIS  - 
      CHANGES INTRODUCED IN THE EXISTING 
      PROCEDURES
       1.   APPLICABILITY
       2.   TWO CONCEPTS :
          a)    SUBMISSION OF DRAFT SCHEME BY LISTED COMPANIES 
              AND 
          b)  SUBMISSION OF SANCTIONED SCHEME BY UNLISTED AND 
              LISTED COMPANIES
       3.   DISPLAY IN WEBSITE
       4.   CHANGES IN INTERNAL PROCEDURES OF COMPANY
       5.   COURT PROCESS
       6.   DESIGNATED STOCK EXCHANGE
       7.   APPROVAL OF SHAREHOLDERS
       8.   INVESTOR COMPLAINTS
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     APPLICABILITY
     1.   To all listed companies, who have submitted Scheme to 
          Stock Exchange, but are yet to receive No Objection Letter, 
          as on date of Circular.
     2.   To all listed companies, who have obtained No Objection 
          Letter from Stock Exchange but have not yet submitted to 
          Hon’ble High Court, as on date of Circular.
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      Requirements for Listed Companies While Submitting 
      Draft Scheme of Arrangement
     For obtaining relaxation under Rule19(2)(b) of Securities Contract (Regulation) Rules, 1957, 
      following conditions have to be met:
      –
      Allotment of Equity Shares is pursuant to Scheme .
      –
      At least twenty five per cent of the post-scheme paid up share capital -  allotted to the public 
      shareholders in the transferor entity; 
      –
      The transferee entity will not issue/ reissue any shares, not covered under the Draft Scheme; 
      –
      Outstanding warrants/ instruments/ agreements on Equity Shares of Transferee Entity
      –
      Lock – in
                                                                 CONTD…..
                                                                CONTD…..
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    Requirements for Listed Companies While Submitting 
    Draft Scheme of Arrangement          contd..
    The listed company shall submit the following documents to the Stock 
    Exchanges In addition to existing documents under 24(f):
        – Report from the Audit Committee recommending the Draft Scheme, 
          taking into consideration, inter alia, the Valuation Report as stated
        – Fairness opinion by merchant banker;   
        – Audited financials of last 3 years (financials not being more than 6 
          months old) of unlisted company; 
        –  Compliance with Clause 49 of Listing Agreement; and 
        –  Complaints Report
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     Changes In Internal Procedures of 
     The Company
     1. AUDIT COMMITTEE MEETING - taking into consideration the 
        Valuation Report. Report of Audit Committee has to be submitted to SE 
        while submitting Draft Scheme.
     2. REDRESSAL OF INVESTOR COMPLAINTS – prior to giving paper 
        publications and notice of meeting of shareholders.
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