CIRCULAR, CIR/CFD/DIL/1/2014, dated March 25, 2014
To
All Stock
Exchanges
Format for
Auditors’ Certificate required under Clause 24(i) of the Equity Listing Agreement
1. This is with reference to SEBI Circular
No. CIR/CFD/DIL/5/2013 dated February 4, 2013 and SEBI Circular No.
CIR/CFD/DIL/8/2013 dated May 21, 2013 on the requirements for the Stock
Exchanges and Listed Companies in respect to the Schemes of Arrangement.
2. Clause 24(f) of the Listing Agreement
requires a company to file with the Stock Exchange(s), for approval, any
scheme/petition proposed to be filed before any Court or Tribunal under
sections 391, 394 and 101 of the Companies Act, 1956, at least one month before
it is presented to the Court or Tribunal.
3. Clause 24(i) of the Listing Agreement
requires that the company, while filing for approval of any draft Scheme of
amalgamation / merger / reconstruction, etc. with the stock exchange under Clause
24(f), shall also file an auditors’ certificate to the effect that the
accounting treatment contained in the scheme is in compliance with all the
Accounting Standards specified by the Central Government in Section 211(3C) of
the Companies Act, 1956. It has been observed that the Auditors' Certificate
filed by the companies are in different format and there is no standardisation.
4. In view of the above, it has been
decided to prescribe a standard format for Auditors’ Certificate and the same
is placed at Annexure A, which shall be followed by the companies.
5. This circular is applicable for all
draft/ final scheme/ petition filed with the Stock Exchange(s) on or after the
date of this Circular.
6. This circular is issued in exercise of
the powers conferred under Section 11 read with Section 11A of the Securities
and Exchange Board of India Act, 1992.
7. This circular is available on SEBI
website at www.sebi.gov.in under the
category “Legal Framework”.
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