Reg 37 draft scheme of arrangement with the exchanges
Filing a draft scheme of arrangement with the stock exchanges for a no-objection letter before it goes to the Court or Tribunal.
6 months to take the scheme to the Court or Tribunal
Counted from issue of the no-objection letter by the stock exchange
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
The draft scheme goes to the stock exchanges for a no-objection letter before the entity files it with the Court or Tribunal, with the fee in Schedule XI. The no-objection letter is valid for six months, so the scheme has to reach the Court or Tribunal inside that window. Where the restructuring is part of a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, Reg 37 drops away and the entity instead discloses to the exchanges within one day of the plan's approval.
The route itself is unchanged, but the Reg 37(6) exemption is wider than it was. Until 13 December 2024 only a wholly owned subsidiary merging into its holding company escaped the no-objection process. A scheme that solely writes off accumulated losses against share capital pro rata or against reserves now escapes it too.
Deadlines counted from an event
The draft scheme must be submitted to the Court or Tribunal within six months of the date the stock exchange issues the no-objection letter. One hundred and eighty days is how this engine counts six months; the rule says six months.
Reg 37(7) switches off Reg 37 and Reg 94 for a restructuring approved as part of a resolution plan under section 31 of the Insolvency and Bankruptcy Code, subject to disclosure to the stock exchanges within one day of that approval.
File the draft scheme of arrangement with every stock exchange where the securities are listed, together with the documents Reg 37 requires and the fee in Schedule XI, and obtain the no-objection letter before filing the scheme with the Court or Tribunal. There is no period attached to this step. It is a precondition, so the deadline is the entity's own filing date with the Court or Tribunal.
The rule
The draft scheme must be submitted to the Court or Tribunal within six months of the date the stock exchange issues the no-objection letter. One hundred and eighty days is how this engine counts six months; the rule says six months.
Reg 37(7) switches off Reg 37 and Reg 94 for a restructuring approved as part of a resolution plan under section 31 of the Insolvency and Bankruptcy Code, subject to disclosure to the stock exchanges within one day of that approval.
File the draft scheme of arrangement with every stock exchange where the securities are listed, together with the documents Reg 37 requires and the fee in Schedule XI, and obtain the no-objection letter before filing the scheme with the Court or Tribunal. There is no period attached to this step. It is a precondition, so the deadline is the entity's own filing date with the Court or Tribunal.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange that proposes a scheme of arrangement
- Payment of the fee set out in Schedule XI to the LODR Regulations
- Reg 37(6) takes two kinds of scheme out of the no-objection route, and it was widened with effect from 13 December 2024. The first is a merger of a wholly owned subsidiary or its division with the holding company. The second, added in 2024, is a scheme that solely writes off accumulated losses against paid-up share capital pro rata across all shareholders, or against reserves. Both still have to be filed with the exchanges for disclosure.
- Reg 37(7): Reg 37 and Reg 94 do not apply to a restructuring approved as part of a resolution plan under section 31 of the Insolvency and Bankruptcy Code, subject to a one-day disclosure.
Statutory basis
Before you file
- Get the board to approve the draft scheme.
- Get the valuation report and the fairness opinion the scheme documents require.
- Get the audit committee report and the report of the independent directors on the scheme.
- Check whether Reg 37(6) takes the scheme out of the no-objection route.
- Calculate the Schedule XI fee.
How to file
- File the draft scheme and its documents with each exchange where the securities are listed.
- Pay the Schedule XI fee.
- Answer the exchange and SEBI queries on the draft scheme.
- Collect the no-objection letter from the exchange.
- File the scheme with the Court or Tribunal within six months of the no-objection letter.
- File a Reg 37(6) scheme with the exchanges for disclosure even though no no-objection is needed.
Stock exchange scheme of arrangement filing process
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. SEBI adjudicates a late or missed disclosure under section 15A(b) of the SEBI Act, which reaches ₹1 lakh for each day the failure continues and is capped at ₹1 crore. Section 23E of the Securities Contracts (Regulation) Act is the other head, at not less than ₹5 lakh and up to ₹25 crore for a breach of listing conditions. Orders in this area normally land in lakhs rather than near the ceiling.
- The exchange records the default in the entity's compliance history, and a repeated default feeds SEBI's decision to adjudicate
- The disclosure still has to be made after the deadline passes, and it has to carry an explanation for the delay
- Disclosing favourable events on time while letting unfavourable ones slip is charged as a breach of Reg 4(1)(d) in its own right, alongside the specific provision
- A no-objection letter that has run past six months cannot support the filing, so the entity has to go back to the exchange and start the process again
Recent changes affecting this
Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance
Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
How long is the exchange no-objection letter good for?
Six months from issuance. The draft scheme has to reach the Court or Tribunal inside that window, under the proviso to Reg 37(3).
Which schemes skip the no-objection route?
Two, under Reg 37(6). A merger of a wholly owned subsidiary or its division into the holding company, and, since 13 December 2024, a scheme that only writes off accumulated losses against paid-up share capital pro rata across all shareholders or against reserves. Both still go to the exchanges for disclosure.
Does the record-date notice change for a scheme?
Yes. A corporate action carried out through a Reg 37 scheme keeps the seven-working-day record-date notice, while an ordinary corporate action takes three working days.