CIRCULAR
SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/170 December 09, 2022
To,
All entities who have listed their Non-convertible Debt securities/ Non-convertible
Redeemable Preference shares
All the Recognized Stock Exchanges
Madam/ Sir,
Clarification - Scheme(s) of Arrangement by entities who have listed their Non-
convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares
(NCRPS) (‘debt listed entities’)
1. This has reference to Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/156
dated November 17, 2022 on “Scheme(s) of Arrangement by entities who have listed their
Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares
(NCRPS)”
2. In this regard, it is clarified that the provisions of the aforementioned circular shall not
apply to a Scheme of Arrangement which solely provides for an arrangement between a
debt listed entity and its unlisted wholly owned subsidiary. However, such debt listed entity
shall file the draft Scheme of Arrangement with Stock Exchange(s) for the purpose of
disclosure and the Stock Exchange(s) shall disseminate the scheme documents on their
websites.
3. The Stock Exchanges are advised to bring the provisions of this circular to the notice of
debt listed entities and also to disseminate the same on their websites.
4. Chapter XII of the LODR Operational Circular dated July 29, 2022 will accordingly stand
modified.
5. The Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 101 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, to protect the
interest of investors in securities and to promote the development of, and to regulate the
securities market.
6. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91-22-26449246