Norms for Scheme of Arrangement by Unlisted Stock Exchanges, Clearing Corporations and Depositories

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Mar 31, 2023

Norms for Scheme of Arrangement by Unlisted Stock Exchanges, Clearing Corporations and Depositories

SEBI by way of its Circular dated March 28, 2023 has introduced norms related to schemes of arrangement (‘Schemes’) for unlisted Market Infrastructure Institutions (‘MIIs’), with a view to harmonize and bring uniformity in line with provisions currently applicable to listed MIIs. As per the Circular, unlisted MIIs desirous of undertaking a Scheme are to file the draft scheme of arrangement along with a non-refundable fee with SEBI for obtaining an observation letter or no-objection letter. Such letter is valid for a period of six months. The Circular also provides the documents required to be submitted at the time of filing of the draft Scheme with SEBI.

Upon receipt of the application from the unlisted MII, SEBI will endeavour to provide its observation letter or no-objection letter within 30 days from the latter of: (i) date of receipt of satisfactory reply on clarifications; or (ii) date of receipt of opinion from an independent chartered accountant, if any sought by SEBI; or (iii) all complaints or comments received by SEBI on the draft Scheme, if any, forwarded to the unlisted MII, for necessary action and resolution of the same.

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