SEBI notifies new Obligations and Disclosure Requirements Regulations

SEBI notifies new Obligations and Disclosure Requirements Regulations

The market regulator has introduced a slew of fresh guidelines

The Securities and Exchange Board of India (SEBI) has notified SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022.

As per the notification, in regulation 32, in sub-regulation (6) and in sub-regulation (7), the words 'public or rights issue' would be substituted with 'public issue or rights issue or preferential issue or qualified institutions placement.' It also provides for the Draft Scheme of Arrangement and Scheme of Arrangement by amending regulation 59A.

The scheme provides that without prejudice to the provisions of regulation 11, the listed entity that has listed nonconvertible debt securities or non-convertible redeemable preference shares, intends to undertake a scheme of the arrangement, or is involved in a scheme of arrangement under sections 230-234 and section 66 of the Companies Act, 2013.

The entity shall file the draft scheme of arrangement with the stock exchange(s), along with a non-refundable fee as specified in Schedule XI for obtaining the no-objection letter, before filing such a scheme with the National Company Law Tribunal (NCLT) in terms of the requirements specified by the Board or stock exchange(s).

The listed entity shall not file any scheme of arrangement with the tribunal under sections 230-234 and section 66 of the Companies Act unless it has obtained a no-objection letter from the stock exchange(s). The entity shall place the letter of the stock exchange(s) before the tribunal at the time of seeking approval for the scheme of arrangement.

The validity of the no-objection letter of the stock exchange(s) shall be six months from the date of issuance, within which the draft scheme of arrangement shall be filed by the listed entity with NCLT.

Upon sanction of the tribunal's scheme, the entity shall submit such documents, to the stock exchange(s). It shall ensure compliance with other such requirements.

The requirements specified under this regulation and regulation 94A of these regulations, shall not apply to a restructuring proposal approved as part of a resolution plan by NGLT under section 31 of the Insolvency and Bankruptcy Code (IBC). This is subject to the details being disclosed to the recognized stock exchanges within a day of the approval of the resolution plan.