(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.
(2) For seeking exemption under sub-regulation (1), the promoter or the acquirer or the company shall file an application with the Board, supported by a duly sworn affidavit, giving details for seeking such exemption and the grounds on which the exemption has been sought.
(3) The promoter or the acquirer or the company, as the case may be, shall along with the application referred to under 80[sub-regulation
(2)] pay a non- refundable fee of rupees fifty thousand, 81[by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or] by way of a banker’s cheque or demand draft payable in Mumbai in favour of the Board.
(4) The Board may after affording reasonable opportunity of being heard to the applicant and after considering all the relevant facts and circumstances, pass a reasoned order either granting or rejecting the exemption or relaxation sought as expeditiously as possible.]
Directions by the Board
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:
23
CHAPTER VII SPECIAL PROVISIONS FOR SMALL COMPANIES AND DELISTING BY OPERATION OF LAW Special provisions in case of small companies
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,- a) the company has a paid up capital not exceeding ten crore rupees and net worth not exceeding twenty five crore rupees as on the last date of preceding financial year;
b) 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:
Provided that where the share capital of a particular class of shares of the company is not identical throughout such period, the weighted average of the shares of such class shall represent the total number of shares of such class of shares of the company; and] c) the company has not been suspended by any of the recognised stock exchanges having nation-wide trading terminals for any noncompliance in the preceding one year; ]
(2) 85[***]
(3) A delisting of equity shares may be made under sub regulation (1) 86[***] only if, in addition to fulfilment of the requirements of regulation 8, the following conditions are fulfilled:- “Provided that the Board shall, either before or after passing such orders, give an opportunity of hearing to the concerned person.” 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:
“the equity shares of the company were not traded in any recognised stock exchange for a period of one year immediately preceding the date of board meeting referred to in sub-regulation (1B) of regulation 8; and”
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.
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(a) the promoter appoints a merchant banker and decides an exit price in consultation with him;
(b) 87[the exit price offered to the public shareholders shall not be less than the floor price determined in terms of sub-regulation (2) of regulation 15 of these regulations read with clause (e) of subregulation (2) of regulation 8 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;[
(c) the promoter writes individually to all public shareholders in the company informing them of his intention to get the equity shares delisted, indicating the exit price together with then justification therefore and seeking their consent for the proposal for delisting;
(d) 88[the public shareholders, irrespective of their numbers, holding ninety percent or more of the public shareholding give their consent] in writing to the proposal for delisting, and have consented either to sell their equity shares at the price offered by the promoter or to remain holders of the equity shares even if they are delisted;
(e) the promoter completes the process of inviting the positive consent and finalisation of the proposal for delisting of equity shares within seventy five working days of the first communication made under clause (c);
(f) the promoter makes payment of consideration in cash within fifteen working days from the date of expiry of seventy five working days stipulated in clause (e).
(4) The communication made to the public shareholders under clause
(c) of sub-regulation (3) shall contain justification for the offer price with particular reference to the applicable parameters mentioned in regulation 15 and specifically mention that consent for the proposal would include consent for dispensing with the exit price discovery through book building method.
(5) The concerned recognised stock exchange may delist such equity shares upon satisfying itself of compliance with this regulation.
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:
“the exit price offered to the public shareholders shall not be less than the price arrived at in consultation with the merchant banker;” 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.
25 Delisting in case of winding up, derecognition, etc