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Securities and Exchange Board of India (SEBI)

1. SCHEMES OF ARRANGEMENT BY LISTED ENTITIES AND RELAXATION UNDER SUB-RULE (7) OF RULE 19 OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957

Vide its circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017, SEBI has revised the regulatory framework to be complied with by listed entities while undertaking schemes of arrangement /amalgamation/merger /reconstruction /reduction of capital etc.

The said circular shall be applicable to all the schemes filed after the date of this circular. The Schemes already submitted to the stock exchange in terms of SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, shall be governed by the requirements specified in that circular.

The listed entity shall pay a fee to SEBI at the rate of 0.1% of the paid - up share capital of the listed / transferee / resulting company, whichever is higher, post sanction of the proposed scheme, subject to a cap of Rs.5,00,000. Relevant amendment to Listing Regulations in this regard has been notified on March 06, 2017

2. REVISED FORMAT FOR LETTER OF OFFER UNDER SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 2011

In consultation with market participants SEBI has decided to revise the time period for which information is required to be filed with SEBI, in line with the provisions  relating to maintenance of records under the Companies Act, 2013. The format and instructions prescribed vide aforementioned Circular shall stand modified as given at Annexure under the above linked circular.

3. Schemes of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 - clarification

This is with reference to SEBI Circular No.CFD/DIL3/CIR/2017/21 dated March 10, 2017 on the captioned subject.

Para 8 of the aforesaid circular provides that the pricing provisions of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 shall be followed in case of issuance of shares to a select group of shareholders or shareholders of unlisted companies pursuant to such schemes. It is now clarified that the ‘relevant date’ for the purpose of computing pricing shall be the date of Board meeting in which the scheme is approved.

4. BSE LIMITED HAS MANDATED THE COMPANIES TO SUBMIT THE FINANCIALS IN XBRL MODE ONLY.

Prior to this circular, listed companies were only required to file the financials in pdf version and they were having an option to file the same in XBRL mode. However, with effect from April 01, 2017 onwards, all listed entities with BSE, would be required to make their filings in respect of Financial Results (Regulation 33 and Regulation 52) in XBRL mode within 24 hours of submission of results in PDF mode. This requirement however, would not apply to Insurance Companies which can continue to make their filings for Financial Results in PDF mode only.

Financial Results are required to be submitted along with the Limited Review Report / Audit Report first, in PDF mode through the Listing Centre website – Corporate Announcement Filing System (CAFS) within 30 minutes of the conclusion of the Board Meeting.Filing of Financial Results (Regulation 33 and Regulation 52) in other mode would be treated as non-submission and may attract penalties as prescribed by SEBI in the SOP circular dated November 30, 2016.

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