Section 3 in The Securities and Exchange Board Of India (Delisting of Equity Shares) Regulations, 2009
3. Applicability.
(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.[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.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2015-16/010, dated 14.8.2015 (w.e.f. 10.6.2009).][Explanation. [Inserted by Notification No. SEBI/LAD-NRO/GN/2019/25, dated 29.7.2019 (w.e.f. 10.6.2009).] - For the purposes of these regulations, the term "shares" shall include equity shares having superior voting rights.](2)Nothing in these regulations shall apply to any delisting made pursuant to a scheme sanctioned by the Board for Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985 or by the National Company Law Tribunal under section 424D of the Companies Act, 1956, if such scheme -(a)lays down any specific procedure to complete the delisting; or(b)provides an exit option to the existing public shareholders at a specified rate.(3)[ Nothing in these regulations shall apply to any delisting of equity shares of a listed entity made pursuant to a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 [No. 31 of 2016], if such plan, -(a)lays down any specific procedure to complete the delisting of such share; or(b)provides an exit option to the existing public shareholders at a price specified in the resolution plan:Provided that, exit to the shareholders should be at a price which shall not be less than the liquidation value as determined under regulation 35 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 after paying off dues in the order of priority as defined under section 53 of the Insolvency and Bankruptcy Code, 2016 [No. 31 of 2016]:Provided further that, if the existing promoters or any other shareholders are proposed to be provided an opportunity to exit under the resolution plan at a price higher than the price determined in terms of the above proviso, the existing public shareholders shall also be provided an exit opportunity at a price which shall not be less than the price, by whatever name called, at which such promoters or other shareholders, directly or indirectly, are provided exit:Provided also that, the details of delisting of such shares along with the justification for exit price in respect of delisting proposed shall be disclosed to the recognized stock exchanges within one day of resolution plan being approved under section 31 of the Insolvency and Bankruptcy Code, 2016 [No. 31 of 2016].] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/23, dated 31.5.2018 (w.e.f. 10.6.2009).]
