HM Ltd is a public company with a paid up capital of ₹ 30 crores as per the latest audited balance sheet. The net worth of the company for the year ending 31st March 2023 is 59 crores. The company is listed on Bombay Sto

Conditions and procedure for delisting where exit opportunity is not required Regulation 5 of the SEBI (Delisting of Equity Shares) Regulations, 2021 provides that a company may delist its equity shares from one or more of the recognised stock exchanges on which it is listed without providing an exit opportunity to the public shareholders, if after the proposed delisting, the equity shares remain listed on any recognised stock exchange that has nationwide trading terminals. Any company desirous of delisting its equity shares where no exit opportunity is required shall- obtain prior approval of its Board of Directors; make an application to the relevant recognised stock exchange for delisting its equity shares; issue a public notice of the proposed delisting in at least one English national newspaper, one Hindi national newspaper with wide circulation in their all India editions and one vernacular newspaper of the region where the relevant stock exchange is located; disclose the fact of delisting in its first annual report post delisting An application for delisting shall be disposed of by the recognised stock exchange within a period not exceeding thirty working days from the date of receipt of such application that is complete in all respects. The following details shall be provided in the above-mentioned public notice: (a) The names of the recognized stock exchanges from where the equity shares of the company are intended to be delisted. (b) The reasons for such delisting. (c) The fact of continuation of listing of equity shares on recognized stock exchange having nationwide trading terminals. Conditions and procedure for delisting where exit opportunity is required Regulation 7 the SEBI (Delisting of Equity Shares) Regulations, 2021 provides that the equity shares of a company may be delisted from all the recognised stock exchanges having nationwide trading terminals on which they are listed, after an exit opportunity has been provided by the acquirer to all the public shareholders holding the equity shares sought to be delisted, in accordance with Chapter IV of these regulations. Initial public announcement: On the date when the acquirer decides to voluntarily delist the equity shares of the company, it shall make an initial public announcement to all the stock exchanges on which the shares of the company are listed and the stock exchanges shall forthwith disseminate the same to the public. A copy of the initial public announcement shall also be sent to the company at its registered office not later than one working day from the date of the initial public announcement. Appointment of the Manager to the offer: Prior to making an initial public announcement, the acquirer shall appoint a merchant banker registered with SEBI as the Manager to the offer. Approval by the Board of Directors: The company shall obtain the approval of its Board of Directors in respect of the proposal of the acquirer to delist the equity shares of the company, not later than twenty-one days from the date of the initial public announcement. The Board of Directors of the company, before considering the proposal of delisting, shall appoint a Peer Review Company Secretary and provide the required information to such Company Secretary for carrying out due-diligence. Approval by shareholders: The company shall obtain the approval of the shareholders through a special resolution, not later than forty-five days from the date of obtaining the approval of Board of Directors. The special resolution shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are at least two times the number of votes cast by the public shareholders against it. In-principle approval of the stock exchange: The company shall make an application to the relevant recognised stock exchange for in-principle approval of the proposed delisting of its equity shares in the Form specified by the recognised stock exchange from time to time, not later than fifteen working days from the date of passing of the special resolution or receipt of any other statutory or regulatory approval, whichever is later. Escrow Account: The acquirer shall open an interest bearing escrow account with a Scheduled Commercial Bank, not later than seven working days from the date of obtaining the shareholders' approval. Detailed Public Announcement: The acquirer shall, within one working day from the date of receipt of in-principle approval for delisting of equity shares from the recognised stock exchange, make a detailed public announcement. Dispatch of Letter of Offer: The acquirer shall dispatch the letter of offer to the public shareholders not later than two working days from the date of the detailed public announcement made. Bidding Mechanism: The bidding period shall start not later than seven working days from the date of the detailed public announcement and shall remain open for five working days. Discovered price: The discovered price shall be determined through the reverse book building process. Counter Offer: In case the discovered price is not acceptable to the acquirer, a counter offer may be made by the acquirer to the public shareholders within two working days of the closure of bidding period. Release of shares in case failure of offer: In case of failure of the delisting offer, the equity shares tendered / offered, shall be released. Payment upon success of the offer: All the public shareholders, whose bids are accepted, shall be paid the discovered price or a higher price, if any, offered by the acquirer. Final application to the stock exchange after successful delisting: The acquirer shall make the final application for delisting to the relevant recognised stock exchange within five working days from the date of making the payment to the public shareholders.