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NCLT Scheme / Listing

NCLT Scheme and Listing: Transferee Company's Listing Obligations

The transferee’s listing obligation is not satisfied by the NCLT order. The transferee must file the listing application, obtain the stock exchange’s approval, and complete the listing formalities before the scheme shares can trade.

29 Oct 20262 min read

The Listing Application

Where the transferee is a listed company, the new shares issued under the scheme must be listed on the stock exchange. The transferee files a listing application with the exchange, accompanied by the NCLT order, the scheme, the shareholder approvals, the allotment resolution, and the post-scheme shareholding pattern. The exchange reviews the application and grants listing permission.

The Stock Exchange No-Objection

Before the NCLT sanctions the scheme, the listed transferee must obtain the stock exchange’s no-objection letter. The exchange’s observations must be incorporated into the NCLT petition, and the listed entity must disclose the no-objection letter on its website within twenty-four hours of receipt. A scheme that proceeds without the exchange’s no-objection is vulnerable to a listing delay.

The Post-Listing Compliance

Once the shares are listed, the transferee must comply with the LODR’s continuous disclosure obligations: the shareholding pattern, the corporate governance report, the related-party disclosures, and the price-sensitive information disclosures. The scheme’s effective date and the allotment are themselves material events that require disclosure.

The Documentation

The file should contain: the listing application; the exchange’s no-objection; the NCLT order; the listing permission; the trading approval; and the post-listing disclosures. A scheme that is sanctioned but not listed leaves the shareholders with shares they cannot trade.

Call to Action: For listing application preparation, stock exchange no-objection strategy, or post-listing compliance, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.

Compliance GuideNCLT scheme listing transfereelisting obligations schemetransferee listing applicationscheme shares listingLODR listing schemestock exchange no objection schemelisting permission scheme sharesAnuj Desai Associates listing scheme advisory
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