Standard Operating Procedure (SOP) for Scheme of Arrangements seeking the Stock Exchange’s NOC


The Bombay Stock Exchange (BSE) on December 20, 2022, revised the Standard Operating Procedure (SOP) for Scheme of Arrangements seeking the Stock Exchange’s NOC. The following revised Standard Operating Procedure (SOP) is to be followed by the listed entities:

• The Scheme of Arrangement seeking the Stock Exchange’s NOC must be submitted to the Exchange along with all the documents as per the Exchange Checklist within 15 working days of the board meeting approving the draft scheme of arrangement. In case the application is not submitted within 15 working days, the company shall take fresh approval from its board considering fresh financials, valuation reports, etc.

• At the time of submission of the application to the Exchange(s), the Audited Financials of the last 3 years (financials not being older than 6 months) of the unlisted company(ies) involved in the Scheme of Arrangement have to be submitted. The aforesaid audited financials will be considered for the preparation of the Valuation Report by the valuer under the Income Approach.  At the time of providing its observation letter to the listed entity, the exchange shall seek an undertaking from the listed entity stating that it shall ensure that the financials of the unlisted company(ies) shall not be more than 6 months old at the time of submission of the scheme papers to NCLT.  

• The audited financials considered for valuations, other than Income Approach, should not be older than 3 months. The board shall consider the scheme of arrangement within 7 working days of the issuance of the valuation report. 

• If the documents are incomplete or any clarification is needed or any material inadequacies/non-compliance with the SEBI Circulars are observed in the documents by the Exchange, the scheme will be returned to the Company for necessary rectifications. A period of 7 working days for applications filed will be allowed to the company for rectification. On the expiry of aforesaid timelines if the company is unable to make submissions, then any fees paid by the Company for processing the application will be forfeited by the Exchange/Regulator and the scheme documents will be returned to the company.

• The Listed Entity shall submit their revert to queries (if any) raised by the Stock Exchange as early as possible, to enable adherence to the requirement of “maximum number of days for providing the ‘No-Objection’ Letter to SEBI shall not exceed thirty days from the date of receipt of the draft scheme of arrangement”.

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