Section 27 in The Securities and Exchange Board Of India (Delisting of Equity Shares) Regulations, 2009
27. Special provisions in case of small companies.
- [(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)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(c)the company has not been suspended by any of the recognised stock exchanges having nation-wide trading terminals for any non-compliance in the preceding one year;][***] [Omitted '(2)' by Notification No. LAD-NRO/GN/2014-15/27/541, dated 24.3.2015 (w.e.f. 10.6.2009).](3)A delisting of equity shares may be made under sub-regulation (1) [***] [Omitted 'or sub-regulation (2)' by Notification No. LAD-NRO/GN/2014-15/27/541, dated 24.3.2015 (w.e.f. 10.6.2009).] only if, in addition to fulfillment of the requirements of regulation 8, the following conditions are fulfilled : -(a)the promoter appoints a merchant banker and decides an exit price in consultation with him;(b)the exit price offered to the public shareholders shall not be less than the price arrived at in consultation with the merchant banker;(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 the justification therefor and seeking their consent for the proposal for delisting;(d)[the public shareholders, irrespective of their numbers, holding ninety percent or more of the public shareholding give their consent] [Substituted 'at least ninety per cent. of such public shareholders give their positive consent' by Notification No. SEBI/LAD-NRO/GN/2018/46, dated 14.11.2018 (w.e.f. 10.6.2009).] 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.
