BSE SOP for seeking SEBI’s No Objection Certificate (NOC) for draft scheme of arrangement

BSE has published revised SEBI Standard Operating Procedure (SOP) under Regulation 37 and 59A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. This SOP outlines the steps that listed entities must follow when seeking SEBI’s No Objection Certificate (NOC) for their draft scheme of arrangement.

The Key Provisions:

1. Timely Submission: Listed entities planning a scheme of arrangement must submit their application to the exchange within 15 working days of board approval. Failure to do so requires fresh approval, including updated financials and valuation reports.
2. Financial Disclosures: The audited financials of the unlisted companies involved in the arrangement for the last three years (not older than six months) must be submitted at the time of application. This ensures that all stakeholders have access to the latest financial information.
3. Valuation Report: The audited financials used in the preparation of the valuation report should not be older than three months at the time of submission. The scheme must also include a detailed working of the valuation under different methods.
4. Timely Board Consideration: The board must consider the scheme within seven working days of receiving the valuation report. This ensures swift decision-making and transparency in the process.
5. Completeness of Documents: Depending on whether the scheme falls under Regulation 37 or 59A, the documents referred to in the relevant SEBI circulars must be complete in all aspects. This helps prevent delays and unnecessary back-and-forth with the exchanges.
6. Exchange Queries: In case of incomplete documents or non-compliance with SEBI circulars, the scheme will be returned to the company for rectification. Any fees paid will be forfeited if compliance is not met within the specified timelines. This emphasizes the importance of thorough preparation and documentation.
7. Debt Listed Entities: Debt-listed entities must promptly respond to queries raised by the stock exchange to ensure timely compliance with the requirement of issuing the ‘No Objection’ Letter to SEBI within thirty days from the date of receipt of the draft scheme of arrangement.
8. Refiling: In cases where a scheme is returned due to unsatisfactory filing, the company must resubmit the scheme with a fresh set of documents, including the valuation report, fairness opinion, and audit committee’s recommendation. Fresh fees will be required, highlighting the significance of getting it right the first time.