What is 'observation letter' issued by stock exchanges? What are the obligations of listed companies in relation to 'observation letter' with reference to merger?

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2016
What is 'observation letter' issued by stock exchanges? What are the obligations of listed companies in relation to 'observation letter' with reference to merger?

Answer & Explanation:

An 'observation letter' is a letter issued by the stock exchange(s) on the draft scheme of amalgamation (or arrangement) before the same is filed with the Court/Tribunal. It can be a 'no objection letter' or a letter with some observations on the scheme. Obligations of listed companies in relation to 'observation letter' with reference to merger: The listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, shall file the draft scheme of arrangement, proposed to be filed before any Court or Tribunal under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013, whichever applicable, with the stock exchange(s) for obtaining an 'Observation Letter' or 'No-objection letter', before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time. The listed entity shall not file any scheme of arrangement under the aforementioned sections with any Court or Tribunal unless it has obtained an 'observation letter' or 'No-objection letter' from the stock exchange(s). The listed entity shall place the 'Observation letter' or 'No-objection letter' of the stock exchange(s) before the Court or Tribunal at the time of seeking approval of the scheme of arrangement. The validity of the 'Observation Letter' or 'No-objection letter' of stock exchanges shall be six months from the date of issuance, within which the draft scheme of arrangement shall be submitted to the Court or Tribunal.

Topics: Corporate Restructuring

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