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SECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING OF SECURITIES) GUIDELINES - 2003

1 - Guidelines - Delisting of Securities - SEBI (Delisting of Securities) Guidelines, 2003 - 1 - 1. These guidelines shall be called Securities and Exchange Board of India (Delisting of Securities) Guidelines 2003 . 2. These guidelines are being issued under section 11(1) of SEBI Act, 1992, read with sub-section (2) of Section 11A of SEBI Act, with the objective to protect the interest of investors in the securities market. 3. DEFINITIONS 3.1 In these Guidelines, unless the context otherwise req .....

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ted under these Guidelines; (h) public shareholding means the shareholding in a company held by persons other than the promoter, the acquirer or the persons acting in concert with him as defined in regulation 2(1)(j) of the Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulation, 1997 and the term public holders of securities shall be construed accordingly; (i) schedule means a schedule appended to these Guidelines. (j) voluntary delisting means delist .....

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r securities from all or some of the stock exchanges;. d. Cases where a person in control of the management is seeking to consolidate his holdings in a company, in a manner which would result in the public shareholding in the company falling below the limit specified in the listing conditions or in the listing agreement that may have the effect of company being delisted; e. companies which may be compulsorily delisted by the stock exchanges; 4.2 Provided that company shall not be permitted to us .....

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delisting securities of the company under the provisions of these guidelines shall : - (a) obtain the prior approval of shareholders of the company by a special resolution passed at its general meeting; (b) make a public announcement in the manner provided in these Guidelines. (c) make an application to the delisting exchange in the form specified by the exchange, annexing therewith a copy of the special resolution passed under sub-clause (a); and; (d) comply with such other additional condition .....

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m the date of the public announcement and without any ceiling of maximum price. 8.3 In the case of infrequently traded securities the offer price shall be as per regulation 20(5) of the SEBI (Substantial Acquisition and Takeover) Regulations, and the infrequently traded securities shall be determined in the manner explained under regulation 20(5) of the SEBI (Substantial Acquisition and Takeover) Regulations. 8.4 The stock exchange(s) shall provide the infrastructure facility for display of the .....

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ll not be extinguished as in the case of buyback of securities; 8.10 In case of partly paid-up securities, the price determined by the book building process shall be applicable to the extent the call has been made and paid. 8.11 The amount of consideration for the tendered and acceped securities shall be settled in cash; 9. RIGHT OF PROMOTER 9.1 The promoter may not accept the securities at the offer price determined by the book building process. 9.2 Where the promoter decides not to accept the .....

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anner; 9.4 In the event of the promoter not being able to raise the public shareholding in accordance with sub-clause 9.3 within six months, he shall offer for sale to the public such portion of his holdings as would bring up the public shareholding to the minimum limits specified in the listing agreement or the listing conditions at the price determined by the Central Listing Authority. 10. PUBLIC ANNOUNCEMENT OF FINAL PRICE 10.1 On determination of the final price pursuant to the book building .....

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wer number of shares than the total shares outstanding and as a consequence the public shareholding does not fall below the minimum limit specified by the listing conditions or the listing agreement, the offer shall be considered to have failed and no securities shall be acquired pursuant to such offer. 13. PAYMENT OF CONSIDERATION 13.1 The payment of consideration for delisting of securities shall be paid in cash by the promoter or acquirer. 14. DELISTING OF ONE OR ALL CLASS OF SECURITIES 14.1 .....

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to a company or adopt procedure provided under Part B of Schedule III for delisting under sub-clause 15.1 and 15.2. 15.5 The exchange shall provide a time period of 15 days within which representation may be made to the exchange by any person who may be aggrieved by the proposed delisting. 1[15.6 The stock exchange may, after consideration of the representations received from aggrieved persons, delist the securities of such companies. 15.6 A Where the stock exchange delists the securities of a .....

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ck exchange, having regard to the factors mentioned in regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 3[16.2 - deleted 17. DELISTING PURSUANT TO RIGHTS ISSUE 17.1 In case of rights issue, allotment to the promoters or the persons in control of the management shall be allowed even if they subscribe to unsubscribed portion which may result in public shareholding falling below the permissible minimum level. Provided th .....

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he stock exchanges with a cooling period of 2 years. In other words, relisting of securities should be allowed only after 2 years of delisting of the securities. It would be based on the respective norms/criteria for listing at the time of making the application for listing and the application will be initially scrutinized by the Central Listing Authority. ****** 1 Substituted by amendment vide circular dated January 31, 2006. The earlier clause read as - 15.6 The stock exchange shall ensure tha .....

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