This document explains the **key features, process and frequently asked questions (FAQs)** relating to merger, transfer of business and demerger transactions. It provides guidance on **applicable requirements, approvals, documentation, timelines and compliance procedures** for such transactions.

FAQ for business transfer/ merger/demerger/amalgamation without change in control

a) Who shall submit the application to the Exchange?
Answer: i) NSE application has to be submitted by the Trading Member. In case if transferor and transferee both are trading members of NSE, then both have to submit the application separately.
ii) If NSE member is taking over the business of another trading member which is not registered with NSE, then NSE member has to apply to NSE to seek prior approval of such business transfer.

b) Who shall be signing the application and other documents?
Answer: designated director or director and compliance officer can sign the documents or any other individual as authorised by the Board.

c) Who shall be providing the Annexure B of the Checklist?
Answer: Annexure B has to be provided by the member entity in case the merger/transfer is between non-member and member entity or vice versa. If the merger/transfer is between two or more member entities, both have to provide Annexure B.

d) Can the Shareholding pattern of the transferor and transferee be self certified?
Answer: All the current shareholding patterns should be certified by the practicing CA/CS.

e) Whether draft scheme/business transfer agreement to be submitted to Exchange or the scheme filed with RD/NCLT/executed BTA.
Answer: Draft scheme/BTA to be submitted while applying for prior approval.

f) When will the deposit of merging member/transferor be released?
Answer: deposits shall be released after the lock-in period of 3years in case of non-transfer of liabilities. If past and present liabilities are transferred, then the deposits are not subject to 3 years lock-in.

g) Is SEBI approval required in case of merger/de-merger/business transfer without change in control
Answer: No, SEBI approval is not required in case of merger/de-merger/business transfer not amounting to change in control.

h) Do we need to submit proposed shareholding pattern and/or proposed networth certificate if there’s no change in current shareholding pattern and/or current networth pursuant to the proposed merger/de-merger/business transfer of the transferee entity?
Answer: Yes, proposed networth and the proposed shareholding pattern has to be submitted even if there’s no change pursuant to the proposed transfer of business/merger/demerger.

i) Do we have to submit the status reports of all the exchanges and depositories?
Answer: Yes, status reports of all the Exchanges (excluding NSE) and depositories, wherever member is registered, has to be submitted. In case member has applied for surrender in any of the Exchange, then member may submit the surrender letter of respective Exchange.

j) If a member is not active in any one of an Exchange but is registered as on the date of application, should we submit the Status reports.
Answer: Yes. If a member is registered in an Exchange and is inactive, then also status report of the said Exchange has to be submitted.

k) Can we make changes in the format of the shareholding pattern?
Answer: No, format shouldn’t be changed. Shareholding pattern should be provided till Ultimate Beneficial Owner (except in case of listed entity).

l) What to mention in column “Under what capacity” of the Shareholding Pattern?
Answer: mention Promoter/Promoter Group/Person Acting in Concert, as applicable.

m) Is there any fee payable for processing the application for prior approval of merger/demerger/business transfer not amounting to change in control?
Answer: No, there’s no fees charged for processing the application for prior approval of merger/demerger/business transfer which are not amounting to change in control.

n) In case if the member is a registered stockbroker as well a listed company, whether separate approval is required from Exchange?
Answer: Yes, separate approval from membership team and listing team is required to be obtained if the member is a stockbroker and is a listed entity as well.

o) Where to submit the application?
Answer: Application is to be submitted on ENIT Portal of Exchange in below path:
ENIT > Others > Document Repository > Select type of application.