Section 16 in The Securities and Exchange Board Of India (Delisting of Equity Shares) Regulations, 2009
16. [Right of the promoter to either make a counter offer or reject the offer] [Substituted 'Right of the promoter not to accept the offer price' by Notification No. SEBI/LAD-NRO/GN/2018/46, dated 14.11.2018 (w.e.f. 10.6.2009).].
(1)The [acquirer or] [Inserted by Notification No. LAD-NRO/GN/2014-15/27/541, dated 24.3.2015 (w.e.f. 10.6.2009).] promoter shall not be bound to accept the equity shares at the offer price determined by the book building process accept the offer price.(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:Provided that the counter offer price shall not be less than the book value of the company as certified by the merchant banker.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/46, dated 14.11.2018 (w.e.f. 10.6.2009).](2)Where the [acquirer or] [Inserted by Notification No. LAD-NRO/GN/2014-15/27/541, dated 24.3.2015 (w.e.f. 10.6.2009).] promoter decides not to accept the offer price so determined, -(a)the [acquirer or] [Inserted by Notification No. LAD-NRO/GN/2014-15/27/541, dated 24.3.2015 (w.e.f. 10.6.2009).] promoter shall not acquire any equity shares tendered pursuant to the offer and the equity shares deposited or pledged by a shareholder pursuant to [clauses] [Substituted 'paragraphs' by Notification No. SEBI/LAD-NRO/GN/2018/46, dated 14.11.2018 (w.e.f. 10.6.2009).] 7 or 9 of Schedule II shall be returned or released to him within ten working days of closure of the bidding period;(b)the company shall not make the final application to the exchange for delisting of the equity shares;(c)the [acquirer or] [Inserted by Notification No. LAD-NRO/GN/2014-15/27/541, dated 24.3.2015 (w.e.f. 10.6.2009).] promoter may close the escrow account opened under regulation 11; and,[***] [Omitted 'clause (d)' by Notification No. LAD-NRO/GN/2014-15/27/541, dated 24.3.2015 (w.e.f. 10.6.2009).](3)For the purposes of clause (d) of sub-regulation (2), the public shareholding may be increased by any of the following ways :(a)by issue of new shares by the company in compliance with the provisions of the Companies Act, 1956 and the Guidelines or Regulations of the Board relating to issue of securities and disclosures;(b)by the promoter making an offer for sale of his holdings in compliance with the provisions of the Companies Act, 1956 and the Guidelines or Regulations of the Board relating to issue of securities and disclosures; or,(c)by the promoter making sale of his holdings through the secondary market in a transparent manner.
