IN
What How When
REGULATIONS, 2009 SCRA[ SECURITIES CONTRACT( REGULATION ACT) 1956] LISTING AGREEMENT COMPANIES ACT,1956 SEBI ( SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATION, 1997
Delisting
platform of a Stock Exchange, so as to provide marketability and liquidity to the security holders.
Listing
Regulations, 2009.
underlying shares.
to remain listed at any of the exchanges having Nationwide trading terminal i.e. BSE and/ or NSE or any other Exchange specified in this behalf.
not be later than 30 working days from the date of the Public
Announcement.
The special resolution passed for the delisting giving exit option
to the shareholders will be valid for a period of 1 year within which the final application will be required to be made to the
Guidelines,2003
Definition- The Public shareholding is the shareholding in a company other than by the Promoters, Persons Acting in concert with the Promoter
Regulations.,2009
Definition- Along with the Promoters, Persons Acting in concert with the Promoter , holders of Depositors receipts and the custodian thereof are also Included
Inapplicability- Separate section is made. The exemption is available to the companies which have been declared sick & their reconstruction scheme provides the delisting including the provisions of the exit option to the shareholders.
Guidelines,2003
Regulations.,2009
Shareholders Resolution -Now the requirement of special resolution for the delisting without Exit route is deleted. Only public announcement and the disclosure in the first annual report after delisting will suffice the requirement.
No time limit was prescribed for the exchanges for disposal of the Delisting application filed by the companies.
A 30 days time period after the receipt of Application complete in all respect, given to the exchanges for disposing of the application of delisting.
Guidelines,2003
Small Companies-No special provisions are there for the small companies.
Regulations.,2009
Small Companies-Special provisions under the separate section be given for the small companies and winding up companies.
Reinstatement of securities- The companies can not be relisted at the exchange for a period of 2 years from the period of delisting.
Reinstatement of securities- The companies delisted voluntarily can not be relisted for a period 5 years and the companies compulsorily delisted can not be relisted for a period of 10 years from the date of delisting
Delisting
Compulsory Delisting
Voluntary Delisting
Exit opportunity
Voluntary delisting
Voluntary delisting from few exchanges but remains listed on at least one stock exchange having nation wide terminals
No exit opportunity
equity shares of a company on any ground prescribed in the rules made under section 21A of the Securities
building process.
company itself, its whole time directors, its promoters and the companies which are promoted by any of them shall not directly or indirectly access the securities market or seek listing for any equity shares for a period of ten years
relevant provisions of the Securities Contracts (Regulation) Act, 1956 or any other law for the time being in force against identifiable promoters and directors of the company for the alleged non-compliances.
The recognized stock exchange can also file a petition for
winding up the company under section 433 of the Companies Act, 1956 (1 of 1956) or make a request to the Registrar of Companies to strike off the name of the company from the register under section 560 of the said Act.
REMAINS LISTED ON AT LEAST ONE STOCK EXCHANGE HAVING NATION WIDE TERMINALS
remain listed on any recognized stock exchange having nation wide trading terminals, Exit Opportunity shall be given to all the public shareholders holding the equity shares sought to be delisted. (Regulation 6 (b))
The special resolution to be passed by postal ballot shall be acted upon if and only if the votes cast by public shareholders in favour of the proposal amount to at least two times the number of votes cast by public shareholders against it.
from the concerned stock exchange for the proposed delisting of its equity shares .
The promoter appoint a merchant banker. Public announcement by the promoters. Invitation of bids from the public shareholders through
letter of offer for determination of final price [ Reverse Book Building] The final offer price shall be determined as the price at which the maximum number of equity shares is tendered by the public shareholders. The offer shall remain open for a minimum period of three working days and a maximum period of five working days during which the public shareholders may tender their bids
either 90% of total paid up capital or minimum 50% of the public shareholding tendered through offer whichever is high. The final price need not to be accepted by the promoters. Remaining public shareholder may tender their shares to the promoter upto a period of one year from the date of delisting
the recognized stock exchanges where they are listed, the fair price shall be higher of the following: A.) the average of the weekly high and low of the closing prices of the equity shares of the company during the twenty six weeks . OR B.) two weeks preceding the date on which the recognized stock exchanges were notified of the board meeting in which the delisting proposal was considered,
EXCHANGES BUT REMAIN LISTED AT ONE STOCK EXCHANGE HAVING NATION WIDE TRADING TERMINAL
If after the proposed delisting from any one or more
recognized stock exchanges, the equity shares would remain listed on any recognized stock exchange which has nationwide trading terminals, No Exit Opportunity needs to be given to the public shareholders. (Section 6 (a))
proposed delisting.
Definition
A company having paid-up capital of upto one Crore rupees
and its equity shares were not traded on any exchange in the one year immediately preceding the date of decision of delisting; OR (Regulation 27 (1))
A company having upto 300 public shareholders and the
process.
The shareholders should be given a option to remain the
Cooling period: The company that has voluntarily delisted its securities can relist
In case of Delisted companies who were sick in the past, can be given opportunity of listing through Restructuring scheme passed
by BIFR.
The sick companies are exempted from the provision of cooling
period.
Non Payment to the shareholders No check by the regulatory authorities on whether the payment
defaulting promoters in making the payment of the fixed fair value to the public shareholders.
Applicability of regulation 8 in case of small companies The extent of the applicability of regulation 8 is not clearly