ABC Ltd. is an auto component manufacturing company, incorporated under the provisions of the Companies Act, 2013. This company is listed on Bombay Stock Exchange. The paid up capital of the company is ₹400 crore as per
CS Executive · Capital Market and Securities Laws · PYQS · December 2024
ABC Ltd. is an auto component manufacturing company, incorporated under the provisions of the Companies Act, 2013. This company is listed on Bombay Stock Exchange. The paid up capital of the company is ₹400 crore as per the latest audited balance sheet. The company fails to comply with the various requirements set out in the listing agreement within the prescribed time period. The stock exchange orders for the compulsory delisting of the equity shares of ABC Ltd. Being the Company Secretary of ABC Ltd, you are required to advise regarding: Public notice before delisting order Rights of public shareholders.
Answer & Explanation:
1. Public notice before delisting order As per the provisions of Regulation 32(3) of the SEBI (Delisting of Equity Shares) Regulations, 2021, before passing an order for compulsory delisting, the recognized stock exchange shall give a notice in at least one English national newspaper with wide circulation, one Hindi national newspaper with wide circulation in their all India editions and one vernacular newspaper of the region where the relevant recognized stock exchange is located, of the proposed delisting, giving a time period of not less than fifteen working days from the date of such notice, within which representations, if any, may be made to the recognized stock exchange by any person aggrieved by the proposed delisting and shall also display such notice on its trading systems and website. 2. Rights of public shareholders As per the provisions of Regulation 33 of the SEBI (Delisting of Equity Shares) Regulations, 2021, where the equity shares of a company are compulsorily delisted by a recognized stock exchange, the recognised stock exchange shall appoint an independent valuer who shall determine the fair value of the delisted equity shares. The recognised stock exchange shall form a Panel of expert valuers and from the said Panel, the valuer shall be appointed. The value of the delisted equity shares shall be determined by the valuer as prescribed. The promoter of the company shall acquire the delisted equity shares from the public shareholders by paying them the value determined by the valuer, within three months of the date of delisting from the recognised stock exchange, subject to the option of the public shareholders to retain their shares. The promoter shall be liable to pay interest at the rate of ten percent per annum to all the shareholders, who offer their shares under the compulsory delisting offer, if the price payable is not paid to all the shareholders within the specified time. However, in case the delay was not attributable to any act or omission of the acquirer or was caused due to the circumstances beyond the control of the acquirer, the SEBI may grant waiver from the payment of such interest.
Topics: SEBI (Delisting of Equity Shares) Regulations, 2021
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