SEBI Puts Spotlight on Scheme of Arrangement: 30 Companies Await Exchange NOC While Regulators Scrutinize Key Corporate Restructuring Plans

SEBI Puts Spotlight on Scheme of Arrangement: 30 Companies Await Exchange NOC While Regulators Scrutinize Key Corporate Restructuring Plans​

SEBI has released an update detailing the processing status of numerous Draft Schemes of Arrangement, providing transparency into the regulatory pipeline for corporate restructuring across various listed entities. The release outlines which companies are awaiting No-Objection Certificates (NOC) from their respective stock exchanges and which schemes are currently under active review by SEBI officials.

Companies Awaiting Stock Exchange NOC for Scheme Filings​

A significant number of listed applicants have filed their Draft Schemes, but the final approval hinges on receiving necessary comments or a "No Objection" certificate from the relevant stock exchange(s). This list includes diverse sectors, ranging from manufacturing and real estate to pharmaceuticals and consumer goods.

Among those awaiting exchange clearances are Mangalam Worldwide Limited (filed 01-Mar-24), Vikas EcoTech Limited, and Vadilal Industries Limited. The comprehensive list of entities requiring this crucial NOC extends through Q2 and into the current financial year.

Other companies whose schemes are pending exchange approval include Diligent Media Corporation Ltd., Hubtown Ltd., and Modern Insulators Limited. Notable names also on the waiting list include JSW Steel Limited (filed 05-Jun-26), Nirma Limited, và Ruchi Infrastructure Limited. Sagar Cements Ltd is one such entity listed with a filing date of 17-Jun-26.

Schemes Under Active SEBI Scrutiny​

The regulator has designated several high-profile cases that are currently progressing through the formal review process. These schemes have been received by SEBI and have seen initial exchanges regarding clarifications or required information from the applicant companies.

Natco Pharma Limited's scheme, filed on 29-May-26, is currently being processed after receipt of an NOC from the exchange dated 02-Jun-26. Capricorn Systems Global Solutions Limited, having received its NOC on 16-Jul-26, also remains under active processing by SEBI.

Several companies have been issued clarifications requests by SEBI in response to their filings. Shanti Educational Initiatives Limited and Lemon Tree Hotels Limited are among those entities requiring subsequent replies from the regulator following specific queries raised during the review period.

Kothari Sugars and Chemicals Limited, alongside Kothari Petrochemicals Limited, was received on 07-Jul-26 and has been under scrutiny since receiving NOC from exchanges on 14-Jul-26. Similarly, Thomas Cook (India) Limited's scheme is currently awaiting a reply following clarifications sought by SEBI on August 11, 2026.

Regulatory Timelines and Compliance Guidance​

SEBI adherence to its stated timelines remains critical for market participants navigating complex restructuring processes. The regulatory guidance emphasizes that SEBI endeavors to provide comments within 30 days of receiving satisfactory replies or observations from involved parties.

The stipulated timeline is governed by SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. This guideline sets the clock ticking based on the date of receipt of NOCs from exchanges and receipt of opinions from Independent Chartered Accountants.

The release also advises that should a company face inordinate delays regarding its Draft Scheme, they must escalate concerns directly to Chief General Manager Shri Deep Mani Shah or Executive Director Shri Jeevan Sonparote for guidance and assistance.