Corporate Updates – 17-03-2017


SEBI has issued a Circular to relax the provisions w.r.t Schemes of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules,1957. In consultation with the stock exchanges and market participants, it has been decided to revise the regulatory framework for such schemes of arrangement. The schemes filed after the date of this circular shall be governed under this circular. The Schemes already submitted to the stock exchange in terms of SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, shall be governed by the requirements specified in that circular. The Provisions of this circular shall not apply to schemes which solely provides for merger of a wholly owned subsidiary with the parent Company. The issuance of shares under schemes in case of allotment of shares only to a select group of shareholders or shareholders of unlisted companies pursuant to such schemes shall follow the pricing provisions of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The amended regulations have become effective from the date of notification of the amendments


CBEC has issued Master Circular providing the clarity and uniformity on the issue dealing with show cause notice, adjudication of proceedings and recovery. Till this time, CBEC has issued Ninety two Circulars and Instructions on Show Cause Notices and Adjudication from time to time. These circulars address references from trade and field formations and provide clarity and uniformity on the issues raised. The circular is an effort to compile relevant legal and statutory provisions, circulars of the past and to rescind circulars which have lost relevance. The master circular is divided into four parts. Part I deals with Show Cause Notice related issues, Part II deals with issues related to Adjudication proceedings, Part III deals with closure of proceedings and recovery of duty and Part IV deals with miscellaneous issues. Further, the provisions of the Master Circular shall have overriding effect on the CBEC’s Excise Manual of Supplementary Instructions to the extent they are in conflict.

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