THE GAZETTE OF INDIA

1 · [(ia) 'acquirer' shall have the same meaning as assigned to it in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and who has chosen to make an offer for delisting the company in accordance with regulation 5A of the said Regulations.

1 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

2 · [(iii) 'company' means a company within the meaning of section 2 of the Companies Act, 2013 and includes a body corporate or corporation established under a Central Act, State Act or Provincial Act for the time being in force, whose equity shares are listed on a recognised stock exchange;]

3 · [***]

4 · [(v) 'public shareholders' mean the holders of equity shares, other than the following:

2 · Substituted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018. Prior to the substitution, the clause read as follows:

3 · Omitted ibid. Prior to the omissions, the said clause , Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015 , read as follows:

4 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 . Prior to the substitution, the clause read as follows:

3 · (1) These regulations shall apply to delisting of equity shares of a company from all or any of the recognised stock exchanges where such shares are listed 9[:]

10 · [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.]

5 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

6 · Words "acquirer and public shareholding" omitted ibid.

7 · Substituted for words "Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015 .

8 · Substituted for "1956 (1 of 1956)" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

9 · Substituted for the full stop by the SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013, w.e.f. 08-10-2013

10 · Substituted by SEBI (Delisting of Equity shares) (Second Amendment) Regulations 2015, w.e.f. 14-08-2015. Prior to its substitution, the proviso to sub-regulation (1) read as under:

4 · (1) No company shall apply for and no recognised stock exchange shall permit delisting of equity shares of a company,-

11 · [(1A) No promoter or promoter group shall propose delisting of equity shares of a company, if any entity belonging to the promoter or promoter group has sold equity shares of the company during a period of six months prior to the date of the board meeting in which the delisting proposal was approved in terms of sub-regulation (1B) of regulation 8.]

11 · Inserted by SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015 .

5 · Subject to the provisions of these regulations, a company may delist its equity shares from all the recognised stock exchanges where they are listed or from the only recognised stock exchange where they are listed: Provided that all public shareholders holding equity shares of the class which are sought to be delisted are given an exit opportunity in accordance with Chapter IV.

12 · Substituted for words "promoter or other person" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

13 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

7 · (1) In a case falling under clause (a) of regulation 6 –

14 · Substituted for the word "would" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

8 · (1) Any company desirous of delisting its equity shares under the provisions of Chapter III shall, except in a case falling under clause (a) of regulation 6, -

15 · Words "if and" omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

16 · Inserted by SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015 .

17 · Substituted for the words "the entities belonging to acquirer or promoter or promoter group" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

18 · [(b) any of the acquirer or promoter or promoter group entity or persons acting in concert or their related entities have carried out or not any transaction to facilitate the success of the delisting offer which is in contravention of the provisions of sub-regulation (5) of regulation 4.]]

18 · Substituted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018. Prior to the same, the clause read as follows:

19 · Substituted for word "thirty" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015.

20 · Substituted for the words "listing agreement" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018

9 · The provisions of this Chapter shall apply to any delisting sought to be made under regulation 5 or under clause (b) of regulation 6.

10 · (1) The 21 [acquirers or] promoters of the company shall 22 [within one working day from the date of] receipt of in principle approval for delisting from the recognised stock exchange, make a public announcement in at least one English national daily with wide circulation, one Hindi national daily with wide circulation and one regional language newspaper of the region where the concerned recognised stock exchange is located.

21 · Inserted by SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

22 · Substituted for word "upon" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015.

23 · Substituted for the words "thirty working days" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018

24 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

25 · [Explanation. - The merchant banker conducting due diligence on behalf of the company may also act as the manager to the delisting offer.]

29 · [(7) No entity belonging to the acquirer, promoter and promoter group of the company shall sell shares of the company during the period from the date of the board meeting in which the delisting proposal was approved till the completion of the delisting process.]

11 · (1) Before making the public announcement under regulation 10, the 30[acquirer or] promoter shall open an escrow account and deposit therein the total estimated amount of consideration calculated on the basis of floor price and number of equity shares outstanding with public shareholders.

32 · [Explanation. - The cash component of the escrow account may be maintained in an interest bearing account, provided that the merchant

25 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

26 · Substituted for word "promoter" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015.

27 · Ibid

28 · Ibid

29 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

30 · Ibid

31 · Ibid

32 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

12 · (1) The 33 [acquirer or] promoter shall despatch the letter of offer to the public shareholders of equity shares, not later than 34 [two] working days from the date of the public announcement 35 [***] .

36 · [Explanation. - An eligible public shareholder may participate in the delisting offer and make bids even if he does not receive the bidding

33 · Ibid

34 · Substituted for the words "forty five" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015.

35 · Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015. Prior to omission it read as "so as to reach them at least five working days before the opening of the bidding period"

36 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

13 · (1) The date of opening of the offer shall not be later than 37 [seven] working days from the date of the public announcement.

38 · [(1A) The acquirer or promoter shall facilitate tendering of shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified by the Board . ]

14 · (1) All public shareholders of the equity shares which are sought to be delisted shall be entitled to participate in the book building process in the manner specified in Schedule II.

41 · [Provided that any holder of depository receipts shall be allowed to participate in the book building process under sub-regulation (1) after exchanging such depository receipts with the shares of the class that are proposed to be delisted.]

42 · [***]

37 · Substituted for the words "fifty five" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015

38 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

39 · Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.Prior to omission it read as "minimum period of three working days and a maximum"

40 · Substituted for the words "A promoter" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015

41 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

42 · Omitted ibid. Prior to the omission, the sub-regulation read as follows:

15 · (1) The offer price shall be determined through book building in the manner specified in Schedule II, after fixation of floor price under sub -regulation (2) and disclosure of the same in the public announcement and the letter of offer.

43 · [(2) The floor price shall be determined in terms of regulation 8 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as may be applicable.]

44 · [Explanation: The reference date for computing the floor price would be the date on which the recognized stock exchange/s were required to be notified of the board meeting in which the delisting proposal would be considered.]

46 · [Right of the promoter to either make a counter offer or reject the offer]

16 · (1) The 47 [acquirer or] promoter shall not be bound to accept the equity shares at the offer price determined by the book building process.

48 · [(1A) If the price discovered in terms of regulation 15 is not acceptable to the acquirer or the promoter, the acquirer or the promoter may make a counter offer to the public shareholders within two working days of the price discovered under regulation 15, in the manner specified by the Board from time to time:

43 · Substituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

44 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

45 · Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015 .

46 · Substituted for the words "Right of the promoter not to accept the offer price" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

47 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

48 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

49 · Ibid .

55 · [17. 56 [(1)] 57 [**] 58 [If a counter offer has not been made by the acquirer or promoter in accordance with regulation 16(1A), an] offer made under chapter III shall be deemed to be successful only if,-

50 · Ibid .

51 · Substituted for the word "paragraphs" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

52 · Ibid .

53 · Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-201 . 5

54 · Ibid .

55 · Substituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015 .

56 · Sub -regulation number inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

57 · Word "An" omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

58 · Inserted ibid.

60 · [Explanation I. - a. If the acquirer or the merchant banker send the letters of offer to all the shareholders by registered post or speed post through India Post and is able to provide a detailed account regarding the status of delivery of the letters of offer (whether delivered or not) sent through India Post, the same would be considered as a deemed compliance with the proviso.

59 · Substituted for the words "this requirement" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

60 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

61 · Numbered ibid.

62 · [(2) If a counter offer has been made by the acquirer or promoter in accordance with regulation 16(1A), an offer made under chapter III shall be deemed to be successful only if the post offer promoter shareholding (along with the persons acting in concert with the promoter) taken together with the shares accepted at the counter offer price reaches ninety per cent. of the total issued shares of that class excluding the shares which are held by a custodian and against which depository receipts have been issued overseas.]

18 · Within 63[five] working days of 64 [the] closure of the offer, the 65 [promoter/acquirer] and the merchant banker shall make a public announcement in the same newspapers in which the public announcement under sub -regulation (1) of regulation 10 was made regarding:-

19 · (1) Where the offer is rejected under regulation 16 or is not successful as per regulation 17, the offer shall be deemed to have failed and no equity shares shall be acquired pursuant to such offer.

67 · [Provided that the acquirer shall not be required to return the shares if the offer is made pursuant to regulation 5A of Securities and

62 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

63 · Substituted for the word "eight" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015

64 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

65 · Substituted for the word "promoter" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24 -03 -2015

66 · Omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018. Prior to the omission, the clause read as follows:

67 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

20 · (1) The promoter shall immediately 68 [upon] success of the offer, open a special account with a banker to an issue registered with the Board and transfer thereto, the entire amount due and payable as consideration in respect of equity shares tendered in the offer, from the escrow account.

21 · (1) Where, pursuant to acceptance of equity shares tendered in terms of these regulations, the equity shares are delisted, any remaining public shareholder holding such equity shares may tender his shares to the promoter upto a period of 69 [minimum] one year from the date of delisting and, in such a case, the promoter shall accept the shares tendered at the same final price at which the earlier acceptance of shares was made.

68 · Substituted for the words "on ascertaining" by the SEBI (Delisting of Equity Shares) (Second Amendment)

69 · Substituted ibid for the words "atleast".

22 · (1) A recognised stock exchange may, by order, delist any equity shares of a company on any ground prescribed in the rules made under section 21A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956): Provided that no order shall be made under this sub regulation unless the company concerned has been given a reasonable opportunity of being heard.

70 · Substituted for the word "making" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

23 · 72 [(1)] The recognised stock exchange shall form a panel of expert valuers from whom the valuer or valuers shall be appointed for purposes of 73 [sub-regulation (2)] .

74 · [2] Where equity shares of a company are delisted by a recognised stock exchange under this Chapter, the recognised stock exchange shall appoint an independent valuer or valuers who shall determine the fair value of the delisted equity shares.

71 · Words "and the surrounding circumstances" omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

72 · Renumbered ibid.

73 · Substituted for the words and figure "sub-regulation (1)" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

74 · Renumbered ibid.

75 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

24 · 76 [(1)]Where a company has been compulsorily delisted under this Chapter, the company, 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 from the date of such delisting.

77 · [(2) In case of such companies whose fair value is positive -

25 · In order to remove any difficulties in the application or interpretation of these regulations, the Board may issue clarifications and guidelines 78 [from time to time].

76 · Numbered by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

77 · Inserted ibid.

79 · [Power to relax strict enforcement of the regulations.

25A · . (1) The Board may for reasons recorded in writing, grant relaxation from strict enforcement of any of the requirements of these regulations, if the Board is satisfied that the relaxation is in the interests of investors in securities and the securities market.

26 · Without prejudice to provisions of the Act and those of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board may in case of any violation of these regulations and in the interests of the investors and the securities market give such directions as it deems fit.

82 · [***]

78 · Substituted for the words "in the form of circulars" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

79 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

80 · Substituted for "sub -regulation (3)" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018 .

81 · Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6 -3 -2017.

82 · The following proviso omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018:

27 · 83 [(1) Equity shares of a company may be delisted from all the recognised stock exchanges where they are listed, without following the procedure in Chapter IV, if,-

84 · [the number of equity shares of the company traded on each such recognised stock exchange during the twelve calendar months immediately preceding the date of board meeting referred to in subregulation (1B) of regulation 8 is less than ten per cent of the total number of shares of such company:

83 · Substituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

84 · SEBI (Delisting of Equity Shares) (Amendment) Regulations, 2016, w.e.f 12-1-2016. Prior to the substitution, clause b) read as follows:

85 · . Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations, 2015, w.e.f. 24-03-2015 .

86 · Omitted the words "or sub -regulation (2)" by the SEBI (Delisting of Equity shares) (Amendment) Regulations, 2015, w.e.f. 24-03-2015 .

87 · Substituted by the SEBI (Delisting of Equity Shares) (Amendment) Regulations, 2016, w.e.f 12-1-2016. Prior to such substitution, clause b) read as follows:

88 · Substituted for the words "at least ninety per cent of such public shareholders give their positive consent" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

28 · (1) In case of winding up proceedings of a company whose equity shares are listed on a recognised stock exchange, the rights, if any, of the shareholders of such company shall be in accordance with the laws applicable to those proceedings.

29 · The respective recognised stock exchanges shall comply with and monitor compliance with the provisions of these regulations and shall report to the Board any instance of non-compliance which comes to their notice.

30 · (1) No application for listing shall be made in respect of any equity shares,

89 · [Repeal and Savings]

31 · (1) Anything done or omitted to be done or any right, privilege, obligation or liability acquired or accrued or incurred under Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 prior to the commencement of these regulations shall be governed by said guidelines.

90 · [(2) Any proposal for delisting made by company or any promoter or acquirer who wanted to delist securities of the company, prior to commencement of these regulations and where the offer price has not been determined in terms of sub -regulation (1) of regulation 15 as on the date of such commencement, shall be proceeded with under the 91 [Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended from time to time].

89 · Substituted for the title "Transitional provisions" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

90 · Substituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

91 · Substituted for "Securities and Exchange Board of India (Delisting of Equity) Regulations, 2009 as amended by the Securities and Exchange Board of India (Delisting of Equity Shares) Amendment) Regulations, 2015" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.

92 · [16A: A statement by the board of directors of the company certifying that:-

92 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

7 · The shareholders holding dematerialised shares desirous of availing the exit opportunity may deposit the equity shares in respect of which bids are made, with the special depositories account opened by the merchant banker for the purpose prior to placement of orders or, alternately, may mark a pledge for the same to the merchant banker in favour of the said account.

8 · The merchant banker shall ensure that the equity shares in the said special depositories account are not transferred to the account of the promoter unless the bids in respect thereof are accepted and payments made.

9 · The holders of physical equity shares may send their bidding form together with the share certificate and transfer deed to the trading member appointed for the purpose, who shall immediately after entering their bids on the system send them to the company or the share transfer agent for confirming their genuineness. The company or the share transfer agent shall deliver the certificates which are found to be genuine to the merchant banker, who shall not make it over to promoter unless the bids in respect thereof are accepted and payment made. The bids in respect of the certificates which are found to be not genuine shall be deleted from the system.

10 · The verification of physical certificates shall be completed in time for making the public announcement under regulation 18.

11 · The bids placed in the system shall have an audit trail which includes stock broker identification details, time stamp and unique order number.

93 · [11A. Para 1 to 11 shall not be applicable in respect of the book building process where settlement is carried out through stock exchange mechanism as specified in sub-regulation (1A) of regulation 13 of these regulations.]

94 · [12. The final offer price shall be determined as the price at which shares accepted through eligible bids, that takes the shareholding of the promoter or the acquirer (along with the persons acting in concert) to ninety per cent. of the total issued shares of that class excluding the shares which are held by a custodian and against which depository receipts have been issued. If the final price is accepted, then, the

93 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

94 · ibid .