Circular on Schemes of Arrangement by Listed Entities and Relaxation under Sub‑rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 – Clarification

CIRCULAR
CFD/DIL3/CIR/2017/26 March 23, 2017
To
All Listed Entities who have listed their equity and convertibles All the Recognized Stock Exchanges Dear Sir/Madam, Sub:Schemes of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957

1. This is with reference to SEBI Circular No.CFD/DIL3/CIR/2017/21 dated March 10,
   2017 on the captioned subject.
2. 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.
3. The Stock Exchanges are advised to bring the provisions of this circular to the notice of
   Listed Entities and also to disseminate the same on their website.
4. This circular is issued under Section 11 of the SEBI Act, 1992 and regulations 11,
   37and 94 read with regulation 101(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 19(7) of Securities Contracts (Regulation) Rules, 1957.
5. This circular is available on SEBI website at www.sebi.gov.in under the categories
   “Legal Framework/Circulars”.
   Yours faithfully,
   Narendra Rawat
   Deputy General Manager narendrar@sebi.gov.in