SECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING OF EQUITY SHARES) REGULATIONS, 2021
It has been divided into 8 Chapters containing 44 Regulations and 4 Schedules to regulate the delisting of equity shares of a company.
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Regulation No. |
Particulars |
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CHAPTER I : PRELIMINARY |
|
|
1 |
Short
Title and Commencement |
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2 |
Definitions |
|
CHAPTER II : DELISTING OF
EQUITY SHARES |
|
|
3 |
Scope
and Applicability |
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4 |
Conditions
for Delisting |
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CHAPTER III : VOLUTARY
DELISTING |
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PART A : CONDITIONS AND PROCEDURE FOR DELISTING
WHERE EXIT OPPORTUNITY IS NOT REQUIRED |
|
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5 |
Delisting
from some of the recognised stock exchanges |
|
6 |
Procedure
for delisting where no exit opportunity is required |
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PART B : CONDITIONS AND PROCEDURE FOR DELISTING
WHERE EXIT OPPORTUNITY IS REQUIRED |
|
|
7 |
Delisting
from all the recognised stock exchanges |
|
8 |
Initial
public announcement |
|
9 |
Appointment
of the Manager to the offer |
|
10 |
Approval
by the Board of Directors |
|
11 |
Approval
by Shareholders |
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12 |
In-principle
approval of the stock exchange |
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CHAPTER IV : EXIT OPPORTUNITY |
|
|
13 |
Applicability
of Chapter IV |
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14 |
Escrow
Account |
|
15 |
Detailed
Public Announcement |
|
16 |
Letter
of Offer |
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17 |
Bidding
Mechanism |
|
18 |
Manner
of tendering shares |
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19 |
Right
of shareholders to participate in the reverse book building process |
|
20 |
Discovered
Price |
|
21 |
Minimum
number of equity shares to be acquired |
|
22 |
Option to
accept or reject the discovered price or counter offer |
|
23 |
Failure
of the offer |
|
24 |
Payment
upon success of the offer |
|
25 |
Final
application to the stock exchange after successful delisting |
|
26 |
Right
of the remaining public shareholders to tender equity shares |
|
27 |
Measures
to protect the rights of remaining public shareholders |
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28 |
Obligations
of the Company |
|
29 |
Obligations
of the Manager to the offer |
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30 |
Obligations
of the Acquirer |
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31 |
Cancellation
of outstanding depository receipts |
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CHAPTER V : COMPULSORY
DELISTING |
|
|
32 |
Compulsory
Delisting by a Stock Exchange |
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33 |
Rights of
public shareholders in case of compulsory delisting |
|
34 |
Consequences
of compulsory delisting |
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CHAPTER VI |
|
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PART A : SPECIAL PROVISIONS FOR SMALL COMPANIES |
|
|
35 |
Delisting
of equity shares of small companies |
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PART B : SPECIAL PROVISIONS FOR COMPANIES LISTED
ON INNOVATORS GROWTH PLATFORM |
|
|
36 |
Delisting
of equity shares of companies listed on innovators growth platform after
making an initial public offer |
|
PART C : SPECIAL
PROVISIONS FOR A
SUBSIDIARY COMPANY GETTING
DELISTED THROUGH A SCHEME OF ARRANGEMENT WHEREIN THE LISTED HOLDING
COMPANY AND THE
SUBSIDIARY COMPANY ARE
IN THE SAME
LINE OF BUSINESS |
|
|
37 |
Delisting
of equity shares of a subsidiary company pursuant to a scheme of arrangement |
|
PART D
: SPECIAL PROVISIONS FOR DELISTING BY OPERATION OF LAW |
|
|
38 |
Delisting
in case of winding up of a company and de-recognition of a stock exchange |
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CHAPTER VII : MISCELLANEOUS |
|
|
39 |
Recognised
stock exchanges to monitor compliance |
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40 |
Listing
of delisted equity shares |
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CHAPTER VIII |
|
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41 |
Power
of the Board to issue clarifications |
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42 |
Power
to relax strict enforcement of the regulations |
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43 |
Directions
by the Board |
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44 |
Repeal
and Savings |
The Schedules notified as per the regulation are as under :
SCHEDULE I : Contents
of the detailed Public Announcement [As per Regulation 14(2)]
SCHEDULE II : The
Reverse Book Building Process [As per Regulation 20(1)]
SCHEDULE III : Guidelines
for Compulsory Delisting [As per Regulation 32(4)]
SCHEDULE
IV : Timelines for Counter Offer [As per Regulation 22(4)]
 REGULATIONS, 2021 ){kind=link}
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