SCHEME OF ARRANGEMENT - SEBI PRIOR COMMENT MANDATORY
- Listed companies desirous of undertaking a Scheme of Arrangement under Chapter V of the Companies Act, 1956, (Amalgamation/ Merger/ Reconstruction/ Reduction Of Capital, etc.) shall file the Draft Scheme with the stock exchanges
- Such listed companies shall 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 stock exchanges shall process the Draft Scheme (including seeking clarifications from company and/or Opinion from Independent Chartered Accountant.) and forward their "Objection/No-Objection" letter on the Draft Scheme to SEBI.
- The stock exchanges, upon receipt of comments from SEBI shall issue Observation Letter to the listed company.
- Draft Scheme and observation will be circulated to shareholders for approval and shall also be submitted to the high court.
- The draft scheme and stock exchange observation shall be disclosed on website of the company and of stock exchange.
- Listed companies shall ensure that the Scheme submitted with the Hon'ble High Court for sanction, provides for obtaining shareholders' approval through special resolution passed through postal ballot and e-voting.