| Delisting_of_Equity_Shares_Jan12_2016 |
| 3 (1) These regulations shall apply to delisting of equity shares of acompany from all or any of the recognised stock exchangeswhere such shares are listed 4[:] 5[Provided that these regulations shall not apply to securities listed without making a public issue, on the institutional trading platform of a recognised stock exchange.] the Sick |
| 3 (2) Nothing in these regulations shall apply to any delisting madepursuant to a scheme sanctioned by the Board for Industrialand Financial Reconstruction under IndustrialCompanies (Special Provisions) Act, 1985 or by the NationalCompany Law Tribunal under section 424D of the CompaniesAct, 1956, if such scheme (a) lays down any specific procedure to complete thedelisting; or(b) provides an exit option to the existing public shareholdersat aspecified rate.Delisting notpermissible incertaincircumstancesand conditions |
| 4 (1) No company shall apply for and no recognised stockexchange shall permit delisting of equity shares of a company ,-(a) pursuant to a buyback of equity shares by the company ;or(b) pursuant to a preferential allotment made by the company ;or(c) unless a period of three years has elapsed since the listingof thatclass of equity shares on any recognised stockexchange; or3Regulations, 2013, Prior to its substitution, the proviso to sub-regulation (1) read as under: Provided that these regulations shall not apply to securities listed on the institutional trading platform of arecognised stock exchange. (d) if any instruments issued by the company , which areconvertibleinto the same class of equity shares that aresought to be delisted, areoutstanding.6[(1A) No promoter or promoter group shall propose delisting ofequity shares of a company , if any entity belonging to the promoter orpromoter group has sold equity shares of the company during a periodof six months prior to the date of the board meeting in which thedelisting proposal was approved in terms of sub-regulation (1B) ofregulation 8.] |
| 4 (2) For the removal of doubts, it is clarified that no company shallapply for and no recognised stock exchange shall permitdelisting of convertible securities . |
| 4 (3) Nothing contained in clauses (c) and (d) of sub-regulation (1)shall apply to a delisting of equity shares falling under clause (a) of regulation 6. |
| 4 (4) No promoter shall directly or indirectly employ the funds ofthe company to finance an exit opportunity provided underChapter IV or an acquisition of shares made pursuant to sub regulation(3) of regulation 23. |
| 4 (5) No 7[acquirer orpromoter or promoter group or their related entities] shall (a) employ any device, scheme or artifice to defraud anyshareholderor other person; or(b) engage in any transaction or practice that operates as a fraud ordeceit upon any shareholder or other person; or(c) engage in any act or practice that is fraudulent, deceptiveormanipulative in connection with any delisting sought or permitted or |
| 5 Subject to the provisions of these regulations, a company maydelist its equity shares from all the recognised stock exchangeswhere they are listed or from the only recognised stock exchange where they are listed:Provided that all public shareholders holding equity shares of theclass which are sought to be delisted are given an exit opportunityin accordance with Chapter IV. |
| 6 A company may delist its equity shares from one or listed and morerecognised stock exchanges where continuetheir listing on one or more other recognised stock exchanges,subject to the provisions of these regulations and subject to thefollowing (a) if after the proposed delisting from any one or morerecognisedstock exchanges, the equity shares wouldremain listed on any recognised stock exchange whichhas nationwide trading terminals, noexit opportunityneeds to be given to the public shareholders ; and,(b) if after the proposed delisting, the equity shares wouldnot remainlisted on any recognised stock exchangehaving nationwide tradingterminals, exit opportunityshall be given to all the public shareholders holding theequity shares sought to be delisted in accordancewithChapter IV.stockexchange having nationwideterminals meanstheBombay Stock Exchange Limited, the National Stock ExchangeofIndia Limited or any other recognised stock exchange whichmay bespecified by the Board in this regard. |
| 7 (1) In a case falling under clause (a) of regulation 6 (a) theproposed delisting shall be approved by a resolutionof the board of directors of the company in its meeting;(b) the company shall give a public notice of the proposeddelisting inat least one English national daily with widecirculation, one Hindinational daily with widecirculation and one regional languagenewspaper of theregion where the concerned recognised stockexchangesare located;trading5(c) the company shall make an application to the concernedrecognised stock exchange for delisting its equity shares;and(d) the fact of delisting shall be disclosed in the first annualreport ofthe company prepared after the delisting. |
| 7 (2) The public notice made under clause (b) of sub-regulation (1)shall mention the names of the recognised stock exchangesfrom which the equity shares of the company are intended tobe delisted, the reasons for such delisting and the fact ofcontinuation of listing of equity shares on recognised stockexchange having nationwide tradingterminals. |
| 7 (3) An application for delisting made under clause (c) of sub regulation(1) shall be disposed of by the recognised stockexchange within a period not exceeding thirty working daysfrom the date of receipt of such application complete in allrespects. |
| 8 (1) Any company desirous of delisting its equity shares under theprovisions of Chapter III shall, except in a case falling underclause(a) of regulation 6, -(a) obtain the prior approval of the board of directors ofthe company in its meeting;(b) obtain the prior approval of shareholders of the company byspecial resolution passed through postalballot, after disclosure of allmaterial facts in theexplanatory statement sent to the shareholdersinrelation to such resolution:Provided that the special resolution shallbe acted uponif and only if the votes cast by public shareholdersinfavour of the proposal amount to at least two times thenumber ofvotes cast by public shareholders against it.(c) make an application to the concerned recognised stockexchangefor in-principle approval of the proposeddelisting in the formspecified by the recognised stockexchange; and(d) within one year of passing the special resolution, makethe finalapplication to the concerned recognised stockexchange in the formspecified by the recognised stockexchange:Provided that in pursuanceof special resolution asreferred to in clause (b), passed beforethecommencement of these regulations, final applicationshall be6the commencement ofmade within a period of one year from thedate of passing of specialresolution or six monthsfromtheseregulations,whichever is later.8[(1A) Prior to granting approval under clause (a) of sub-regulation(1), the board of directors of the company shall,-(i) make a disclosure to the recognized stock exchanges on which theequity shares of the company are listed that the promoters/acquirershave proposed to delist the company ;(ii) appoint a merchant banker to carry out due-diligence andmake a disclosure to this effect to the recognized stock exchanges onwhich the equity shares of the company are listed;(iii) obtain details of trading in shares of the company for a period oftwo years prior to the date of board meeting by top twenty fiveshareholders as on the date of the board meeting convened to considerthe proposal for delisting, from the stock exchanges and details ofoff-market transactions of such shareholders for a period of two yearsand furnish the information to the merchant banker for carrying outdue-diligence;(iv) obtain further details in terms of sub-regulation (1D) ofregulation 8 and furnish the information to the merchant banker.(1B) The board of directors of the company while approvingthe proposal for delisting shall certify that :(i) the company is in compliance with the applicable provisionsof securities laws;(ii) the acquirer or promoter or promoter group or their relatedentities, are in compliance with sub-regulation (5) of regulation 4;(iii) the delisting is in the interest of the shareholders.(1C) For certification in respect of matters referred to in sub-regulation (1B), the board of directors of the company shall take intoaccount the report of the merchant banker as specified in sub-regulation (1E) of regulation 8.(1D) The merchant banker appointed by the board of directors of the company under clause (ii) of sub-regulation (1A) shall carry out due-diligence upon obtaining details from the board of directors of the company in terms of clause (iii) of sub-regulation (1A) of regulation87Provided that if the merchant banker is of the opinion that detailsreferred to in clause (iii) of sub-regulation (1A) of regulation 8 arenot sufficient for certification in terms of sub-regulation (1E) ofregulation 8, he shall obtain additional details from the board ofdirectors of the company for such longer period as he may deem fit.(1E) Upon carrying out due-diligence as specified in terms of sub-regulation (1D) of regulation 8, the merchant banker shall submit areport to the board of directors of the company certifying thefollowing:(a) the trading carried out by the entities belonging to acquireror promoter or promoter group or their related entities wasin compliance or not, with the applicable provisions of the securitieslaws; and(b) entities belonging to acquirer or promoter or promoter group or their related entities have carried out or not, any transactionto facilitate the success of the delisting offer which is not incompliance with the provisions of sub-regulation (5) of regulation 4. |
| 8 (2) An application seeking in-principle approval for delistingunderclause (c) of sub-regulation (1) shall be accompaniedby an auditreport as required under regulation 55A of theSecurities andExchange Board of India (Depositories andParticipants) Regulations,1996 in respect of the equity sharessought to be delisted, covering aperiod of six months prior tothe date of the application. |
| 8 (3) An application seeking in-principle approval for delistingshall bedisposed of by the recognised stock exchange withina period notexceeding 9[five] working days from the date ofreceipt of suchapplication complete in all respects. |
| 8 (4) While considering an application seeking in-principleapproval fordelisting, the recognised stock exchange shallnot unfairly withholdsuch application, but may require thecompany to satisfy it as to -(a) compliance with clause (b) of sub-regulation (1);(b) the resolution of investor grievances by the company;(c) payment of listing fees to that recognised stockexchange;(d) the compliance with any condition of the listingagreement withthat recognised stock exchange havinga material bearing on theinterests of its equityshareholders;9Subsituted for word "thirty" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015,.8(e) any litigation or action pending against the companypertaining toits activities in the securities market orany other matter having amaterial bearing on theinterests of its equity shareholders;(f) any other relevant matter as the recognised stockexchange maydeem fit to verify. |
| 9 The provisions of this Chapter shall apply to any delistingsought to be made under regulation 5 or under clause (b) ofregulation 6. |
| 10 (1) The 10[acquirers or] promoters of the company shall 11[withinoneworking day fromthe date of] receipt of inprinciple approval for delisting from the recognised stock exchange, make a public announcement in at least oneEnglish national daily with wide circulation, one Hindinational daily with wide circulation and one regionallanguage the concernedrecognised stock exchange is located. |
| 10 (2) The public announcement shall contain all materialinformation including the information specified in ScheduleI and shall not contain any false or misleading statement. |
| 10 (3) The public announcement shall also specify a date, being aday not later thepublic announcement, which shall be the specified date fordetermining the names of shareholders to whom the letter ofoffer shall be sent. thirty working days from the date of the region where newspaper of than 24-03-2015. 9 |
| 10 (4) Before making the public announcement, the 12[acquirer or] promoter shallappoint a merchant banker registered with the Board andsuch other intermediaries as are considered necessary. |
| 10 (5) It shall be the responsibility of the 13[acquirer/promoter] and themerchant banker to ensure compliance with the provisionsof this Chapter. |
| 10 (6) No14[acquirer/promoter] shall appoint any person as a merchant bankerunder sub-regulation (4) if such a person is an associate ofthe 15[acquirer/ promoter]. 16[(7)Noentity belonging to the acquirer,promoter and promoter group ofthe companyshallsellsharesofthecompanyduringtheperiodfrom thedateofthe board meeting in which the delisting proposal was approved till the completion of the delisting process.] |
| 11 (1) Before making the public announcement under regulation10, the 17[acquirer or] promoter shall open an escrow account and deposittherein the total estimated amount of considerationcalculated on the basis of floor price and number of equityshares outstanding with public shareholders. of |
| 11 (2) On determination publicannouncement under regulation 18 accepting the finalprice, the 18[acquirer or] promoter shall forthwith deposit in the escrowaccount such additional sum as may be sufficient to makeup the entire sum due and payable as consideration inrespect of equity shares outstanding with publicshareholders. |
| 11 (3) The escrow account shall consist of either cash deposited with a scheduled commercial bank, or a bank guarantee infavour of the merchant banker, or a combination of both. |
| 11 (4) Where the escrow account consists of deposit with ascheduled commercial bank, the promoter shall, whileopening the account, empower the merchant banker toinstruct the bank to issue banker s .14Ibid15Ibid17Ibid18Ibidand makingoffinalprice10cheques or demand draftsfor the amount lying to the credit of theescrow account, forthe purposes mentioned in these regulations, andthe amountin such deposit, if any, remaining after full paymentofconsideration for equity shares tendered in the offer andthose tendered under sub-regulation (1) of regulation 21shall bereleased to the promoter. |
| 11 (5) Where the escrow account consists of a bank guarantee,such bank guarantee shall be valid till payments are made inrespect of all shares |
| 12 (1) The19[acquirer or] promoter shall despatch the letter of offer to the publicshareholders of equity shares, not later than 20[two]working days from the date of the public announcement . |
| 12 (2) The letter of offer shall be sent to all public shareholdersholding equity shares of the class sought to be delistedwhose names appear on the register of the company ordepository as on the date specified in the publicannouncement under sub-regulation (3) of regulation 10. |
| 12 (3) The letter of offer shall contain all the disclosures made inthe public announcement and such other disclosures as maybe necessary for the shareholders to take an informeddecision. |
| 12 (4) The letter of offer shall be accompanied with a biddingform for use of public shareholders and a form to be used bythem for tendering shares under sub-regulation (1) ofregulation 21. |
| 13 (1) The date of opening of the offer shall not be later than 22[seven] working days from the date of the publicannouncement. 19Ibid 2015, . omission it read as "so as to reach them at least five working days before the opening of the bidding period" 2015, 11 23[(1A) Theacquirerorpromotershallfacilitatetenderingofsharesbythe shareholders and settlement of the same, through the stock exchange mechanism as specified by the Board.] |
| 13 (2) The offer shall remain open for a period of five working days,during which the public shareholders may tender their bids. |
| 14 (1) All public shareholders of the equity shares which aresought to be delisted shall be entitled to participate in thebook building process in the manner specified in ScheduleII. |
| 14 (2) 25[An acquirer orpromoter] or a person acting in concert with any of thepromoters shall not make a bid in the offer and the merchantbanker shall take necessary steps to ensure compliance withthis sub-regulation. |
| 14 (3) Any holder of depository receipts issued on the basis ofunderlying shares held by a custodian and any suchcustodian shall not be entitled to participate in the offer. |
| 14 (4) Nothing contained in sub-regulation (3) shall affect the right of any holder of depository receipts to participate in thebook building process under sub-regulation (1) if the holderof depository receipts exchanges such depository receiptswith shares of the class that are proposed to be delisted. |
| 15 (1) The offer price shall be determined through book building inthe manner specified in Schedule II, after fixation of floorprice under sub-regulation (2) and disclosure of the same inthe public announcement and the letter of offer. |
| 15 (2) Thefloorprice shallbe determinedin terms of regulation8 of Securities ExchangeBoardofIndia(Substantial AcquisitionofSharesandTakeovers) Regulations, 2011,asmay beapplicable.]omission it read as "minimum period of three working days and a maximum"2015, and12 |
| 16 (1) The28[acquirer or] promoter shall not be bound to accept the equity sharesat the offer price determined by the book buildingprocess. |
| 16 (2) Where the 29[acquirer or] promoter decides not to accept the offer price sodetermined,-(a) the 30[acquirer or] promoter shall not acquire any equitysharestendered pursuant to the offer and the equity sharesdeposited orpledged by a shareholder pursuant toparagraphs 7 or 9 of Schedule IIshall be returned orreleased to him within ten working days of closureofthe bidding period;(b) the company shall not make the final application to theexchangefor delisting of the equity shares;(c) the31[acquirer or] promoter may close the escrow accountopenedunder regulation 11; and,(d) |
| 17 17. An offer made under chapter III shall be deemed to be successful only if,-(a) the post offer promoter shareholding (along with the personsacting in concert with the promoter) taken together with the sharesaccepted through eligible bids at the final price determined as perSchedule II, reaches ninety per cent. of the total issued shares of thatclass excluding the shares which are held by a custodian and againstwhich depository receipts have been issued overseas; and(b) at least twenty five per cent of the public shareholders holdingshares in the demat mode as on date of the board meeting referred to29Ibid.30Ibid.31Ibid.33Ibid.34Substituted bythe SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, .13in sub-regulation (1B) of regulation 8 had participated in the BookBuilding Process:Provided that this requirement shall not be applicable to cases wherethe acquirer and the merchant banker demonstrate to the stockexchanges that they have delivered the letter of offer to all the publicshareholders either through registered post or speed post or courier orhand delivery with proof of delivery or through email as a text oras an attachment to email or as a notification providingelectronic link or Uniform Resource Locator including a read receipt.regulation 5A of Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011, thethreshold limit of ninety per cent. for successful delisting offer shallbe calculated taking into account the post offer shareholding of theacquirer taken together with the existing shareholding, shares to beacquired which attracted the obligation to make an open offer andshares accepted through eligible bids at the final price determined asper Schedule II.] |
| 18 Within 35[five] working days of closure of the offer, the 36[promoter/acquirer]and the merchant banker shall make a public announcement the public announcement undersub-regulation (1) of regulation 10 was made regarding:-(i) thesuccess of the offer in terms of regulation 17 Along with thefinal price accepted by the acquirer; or(ii) the failure of the offer in terms of regulation 19; or(iii) rejection under regulation 16 of the final pricediscovered underSchedule II, by the promoters.Failure of offerinthe same newspapersin which |
| 19 (1) Where the offer is rejected under regulation 16 or is notsuccessful as per regulation 17, the offer shall be deemed tohave failed and no equity shares shall be acquired pursuantto such offer. |
| 19 (2) Where the offer fails (a) the equity shares deposited or pledged by ashareholder underparagraphs 7 or 9 of Schedule IIshall be returned or released to himwithin tenworking days from the end of the bidding period;37[Providedthattheacquirershallnotberequiredtoreturnthesharesiftheofferis made pursuant to regulation5A of Securities and ExchangeBoard of India (Substantial Acquisition ofSharesand Takeovers)Regulations, 2011.](b) no final application shall be made to the exchangefor delisting ofthe equity shares; and(c) the escrow account opened under regulation 11shall be closed. |
| 20 (1) The promoter shall immediately on ascertaining success ofthe offer, open a special account with a banker to an issueregistered with the Board and transfer thereto, the entireamount due and payable as consideration in respect ofequity shares tendered in the offer, from the escrow account. |
| 20 (2) All the shareholders whose equity shares are verified to begenuine shall be paid the final price stated in the publicannouncement within ten working days from the closure ofthe offer. |
| 20 (3) The equity shares deposited or pledged by a shareholderpursuant to paragraphs 7 or 9 of Schedule II shall bereturned or released to him, within ten working days fromthe closure of the offer, in cases where the bids pertainingthereto have not been accepted. |
| 21 (1) Where, pursuant to acceptance of equity shares tendered interms of the equity shares are delisted, anyremaining public shareholder holding such equity sharesmay tender his shares to the promoter upto a period of atleast one year from the date of delisting and, in such a case,the promoter shall accept these regulations, 15 the shares tendered at the samefinal price at which the earlier acceptance of shares wasmade. |
| 21 (2) The payment of consideration for shares accepted undersub- regulation (1) shall be made out of the balance amountlying in the escrow account. |
| 21 (3) The amount in the escrow account or the bank guaranteeshall not be released to the promoter unless all payments aremade in respect of |
| 22 (1) A recognised stock exchange may, by order, delist anyequity shares of a company on any ground prescribed in therules made under section 21A of the Securities Contracts(Regulation) Act, 1956 (42 of1956):Provided that no order shall be made under this subregulationunless the company concerned has been given a reasonableopportunity of being heard. |
| 22 (2) The decision regarding compulsory delisting shall be takenby a panel to be constituted by the recognised stockexchange consisting of (a) two directors of the recognised stock exchange (one ofwhom shall be a public representative);(b) one representative of the investors;(c) one representative of the Ministry of Corporate Affairsor Registrarof Companies; and(d) the Executive Director or Secretary of the recognisedstockexchange. |
| 22 (3) Before making an order under sub-regulation (1), therecognised stock exchange shall give a notice in one Englishnational daily with wide circulation and one regionallanguage newspaper of the region where the concernedrecognised stock exchange is located, of the proposeddelisting, giving a than fifteenworking days from the notice, within which representationsmay be made to the recognised stock exchange by anyperson who may be aggrieved by the proposed delisting andshall also display such notice on its trading systems andwebsite. time period of not less 16 |
| 22 (4) The recognised stock exchange shall while passing anyorder under sub-regulation (1), consider the representations,if any, made by the company as also any representationsreceived in response to the notice given under sub regulation(3) and shall comply with the criteria specified inSchedule III. |
| 22 (5) The provisions of Chapter IV shall not be applicable to acompulsory delisting made by a recognised stock exchangeunder this Chapter. |
| 22 (6) Where the recognised stock exchange passes an order undersub- regulation (1), it shall, -(a) forthwith publish a notice in one English national dailywith widecirculation and one regional languagenewspaper of the region wherethe concerned recognised stock exchange is located, of the fact ofsuch delisting,disclosing therein the name and address of the company ,the fair value of the delisted equity shares determinedundersub-regulation (1) of regulation 23 and the namesand addresses of thepromoters of the company whowould be liable under sub-regulation(3) of regulation23; and(b) inform all other stock exchanges where the equity shares of the company arethesurroundingcircumstances.Rights of publicshareholders incase of acompulsory delisting23.(1)Where equity shares of a company are delisted by arecognisedstock exchange under this Chapter, the recognisedstock exchangeshall appoint an independent valuer orvaluers who shall determine thefair value of the delistedequity shares. |
| 22 (2)The recognised stock exchange shall form a panel of expertvaluersfrom whom the valuer or valuers shall be appointedfor purposes ofsub-regulation (1). |
| 22 (3)The promoter of the company shall acquire delisted equitysharesfrom the public shareholders by paying them the valuedetermined byFor the purposes of sub-regulation (1), -(a) valuer means a chartered accountant within the meaningof clause(b) of section 2 of the Chartered AccountantsAct, 1949 (38 of 1949),who has undergone peer reviewas specified by the Institute oflisted, about such delisting and17Chartered Accountants ofIndia constituted under that Act, or amerchant bankerappointed to determine the value of the delistedequityshares; |
| 24 Where a company has been compulsorily delisted under thisChapter, the company, its whole time directors, its promotersand the companies which are promoted by any of them shall notdirectly or indirectly access the securities market or seek listingfor any equity |
| 25 In order the application orinterpretation of these regulations, the Board may issueclarifications and guidelines in the form of circulars. |
| 25A (1) The Board mayforreasonsrecordedinwriting,grantrelaxationfrom strictenforcementofany of therequirementsof theseregulations,if the Boardissatisfiedthattherelaxationisintheinterestsof investorsin securities and the securities market. |
| 25A (2) For seekingexemptionunder sub-regulation (1), the promoter or the acquirer or the company shall file anapplication with the Board , supported byadulyswornaffidavit,givingdetailsforseekingsuchexemptionand the groundssought. |
| 25A (3)Thepromoterortheacquirerorthecompany,asthecasemaybe,shallon whichbeentheexemptionhas18alongwiththeapplicationreferredtoundersub-regulation(3)payanon-refundable fee of rupees fifty thousand, by way of a banker s chequeor demand draft payable in Mumbai in favour of the Board. |
| 25A (4) The Boardmayafteraffordingreasonableopportunityofbeingheardtothe applicant and after considering all therelevantfacts andcircumstances,pass a reasonedorder eithergranting or rejectingtheexemption or relaxation sought as expeditiously as possible.] |
| 26 Without prejudice to provisions of the Act and those of theSecurities Contracts (Regulation) Act, 1956 (42 of 1956), the Board may in case of any violation of these regulations and inthe interests of the investors and the securities market give suchdirections as it deems fit: Provided that the Board shall, either before or after passing suchorders, give an opportunity of hearing to the concerned person . |
| 27 39[(1) Equity shares of a company may be delisted from all the recognisedstockexchangeswherethey arelisted,withoutfollowingthe procedure in Chapter IV, if,-a) thecompanyhasapaid upcapitalnotexceedingten crorerupeesand networthnotexceedingthelastdateofpreceding financial year;b) 40[the number of equity shares of the company traded on each suchrecognised stock exchange during the twelve calendar monthsimmediately preceding the date of board meeting referred to in sub-regulation (1B) of regulation 8 is less than ten per cent of the totalnumber of shares of such company:its substitution, clause (b) read as under: theequitysharesofthecompanywere not traded in any recognised stock exchangefor aperiodofoneyearimmediately preceding the date of board meeting referred to in sub-regulation (1B) of regulation 8;and 19Provided that where the share capital of a particular class of shares ofthe company is not identical throughout such period, the weightedaverage of the shares of such class shall represent the total number ofshares of such class of shares of the company; and]c)the company has not been suspended by any of the recognised stockexchangeshavingnation -widetradingterminalsforanynon-compliancein the preceding one year; |
| 27 (2) (3) A delisting of equity shares may be made under sub regulation(1)only if, in addition tofulfilment of the requirements ofregulation 8, thefollowing conditions are fulfilled:-(a) the promoter appoints a merchant banker anddecides an exit pricein consultation with him;(b) 43[(b) the exit price offered to the public shareholders shall not beless than the floor price determined in terms of sub-regulation (2) ofregulation 15 of these regulations read with clause (e) of sub-regulation (2) of regulation 8 of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations,2011;](c) the promoter writes individually to all public shareholders in thecompany informing them ofhis intention to get the equity sharesdelisted,indicating the exit price together with then justificationtherefore and seeking their consent forthe proposal for delisting;(d) at least ninety per cent. of such public shareholders give theirpositive consent in writingto the proposal for delisting, and haveconsentedeither to sell their equity shares at the priceoffered by thepromoter or to remain holders ofthe equity shares even if they aredelisted;(e) the promoter completes the process of inviting thepositive consentand finalisation of the proposalfor delisting of equity shares withinseventy fiveworking days of the first communication madeunderclause (c);42 Omitted the words "or sub-regulation (2)" by the SEBI (Delisting of Equity shares) (Amendment)Regulations, 2015, .its substitution, clause (b) read as under: the exit price offered to the public shareholders shall not be less than the price arrived at in consultation withthe merchant banker; 20(f) the promoter makes payment of consideration incash within fifteenworking days from the date ofexpiry of seventy five working daysstipulated inclause (e). |
| 27 (4) The communication made to the public shareholders underclause(c) of sub-regulation (3) shall contain justificationfor the offer pricewith particular reference to the applicableparameters mentioned inregulation 15 and specificallymention that consent for the proposalwould includeconsent for dispensing with the exit price discoverythroughbook building method. |
| 27 (5) The concerned recognised stock exchange may delist suchequityshares upon satisfying itself of compliance with thisregulation. |
| 28 (1) In case of winding up proceedings of a company whoseequity shares are listed on a recognised stock exchange, therights, if any, of the shareholders of such company shall bein accordance with the laws applicable to those proceedings. to a |
| 28 (2) Where stockexchange or refuses renewal of recognition to it, the Boardmay, in the interest of investors pass appropriate order inrespect of the status of equity shares of the companies listedon that exchange. the Board withdraws |
| 29 The respective recognised stock exchanges shall comply withand monitor compliance with the provisions of these regulationsand shall report to the Board any instance of non-compliancewhich comes to their notice. |
| 30 (1) No application for listing shall be made in respect of anyequity shares,(a) which have been delisted under Chapter III orunder Chapter VII(except regulation 27), for aperiod of five years from the delisting;21(b) which have been delisted under Chapter V, for aperiod of tenyears from the delisting. |
| 30 (2) Notwithstanding anything contained in sub-regulation(1), an application for listing of delisted equity sharesmay be made where a recommendation in this regard hasbeen made by the Board for Industrial and FinancialReconstruction under the Sick Industrial Companies(Special Provisions) Act, 1985. |
| 30 (3) While considering an application for listing of any equityshares which had been delisted the recognised stockexchange shall have due regard to facts andcircumstances under which delisting was made. |
| 30 (4) An application for listing made in respect of delistedequity shares shall be deemed to be an application forfresh listing of such equity shares and shall be subject toprovisions of law relating to listing of |
| 31 (1) Anything done or omitted to be done or any right,privilege, obligation or liability acquired or accrued orincurred under Securities and Exchange Board of India(Delisting of Securities) Guidelines, 2003 prior to thecommencement of these regulations shall be governed bysaid guidelines. |
| 31 (2)Anyproposalfordelistingmadebycompanyoranypromoteroracquir erwho wanted to delist securities of the company, prior to commencement these regulationsandwheretheofferpricehasnotbeendeterminedintermsofsub- regulation(1)ofregulation15asonthedateofsuchcommencement,shallbe proceededwithundertheSecuritiesandExchangeBoardofIndia(Delisting of Equity)Regulations,2009asamendedbytheSecuritiesandExchangeBoar |