SEBI in exercise of the powers conferred by Section 31 read with Section 21A of the Securities Contracts (Regulation) Act, 1956, Section 30, Sub-section (1) of Section 11 and Sub-section (2) of Section 11A of SEBI Act, 1

Answer 5(a) The term "delisting" of securities means permanent removal of securities of a listed company from a stock exchange. As a consequence of delisting, the securities of that company would no longer be traded at that stock exchange. Delisting can be Voluntary or Compulsory. Compulsory delisting refers to permanent removal of securities of a listed company from a stock exchange as a penalizing measure at the behest of the stock exchange for not making submissions/comply with various requirements set out in the Listing agreement within the time frames prescribed. Voluntary delisting means where a listed company decides on its own to permanently remove its securities from a stock exchange. It has two part Delisting from all Stock Exchange where exit opportunity is given or delisting from few exchanges but remain listed on one Stock exchanges where no exit opportunity is given. SEBI (Delisting of Equity Shares) Regulations, 2009, are applicable to delisting of equity shares of a company from all or any of the recognised stock exchanges where such shares are listed. However, all public shareholders holding equity shares of the class which are sought to be delisted are given an exit opportunity in accordance with these regulations. DELISTING FROM ALL RECOGNISED STOCK EXCHANGES A company may delist its equity shares from all or from the only recognised stock exchange where they are listed. However, all public shareholders holding equity shares of the class which are sought to be delisted are given an exit opportunity in accordance with these regulations. DELISTING FROM ONLY SOME OF THE RECOGNISED STOCK EXCHANGES A company may delist its equity shares from one or more recognised stock exchanges where they are listed and continue their listing on one or more other recognised stock exchanges, if after the proposed delisting the equity shares would - remain listed on any recognised stock exchange which has nationwide trading terminals, no exit opportunity needs to be given to the public shareholders; and, not remain listed on any recognised stock exchange having nation wide trading terminals, exit opportunity shall be given to all the public shareholders holding the equity shares sought to be delisted. PROCEDURE FOR DELISTING In case of no exit opportunity It shall be approved by a resolution of the board of directors of the company in its meeting; The company shall give a public notice of the proposed delisting in at least one English national daily with wide circulation, one Hindi national daily with wide circulation and one regional language newspaper of the region where the concerned recognised stock exchanges are located. The company shall make an application to the concerned recognised stock exchange regarding this. The fact of delisting shall be disclosed in the first annual report of the company prepared after the delisting. The public notice shall mention the names of the recognised stock exchanges from which the equity shares of the company are intended to be delisted, the reasons for such delisting and the fact of continuation of listing of equity shares on recognised stock exchange having nationwide trading terminals. An application shall be disposed off by the recognised stock exchange within a period not exceeding thirty working days from the date of receipt of such application complete in all respects. In case of exit opportunity Except where the equity shares would remain listed on any recognised stock exchange which has nationwide trading terminals and no exit opportunity needs to be given to the public shareholders, any company desirous of delisting its equity shares – Obtain the prior approval of the board of directors of the company in its meeting; Obtain the prior approval of shareholders of the company by special resolution passed through postal ballot, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution. However, the special resolution shall be acted upon if and only if the votes cast by public shareholders in favour of the proposal amount to at least two times the number of votes cast by public shareholders against it. Make an application to the concerned recognised stock exchange for in-principle approval of the proposed delisting. An application shall be disposed off by the recognised stock exchange within a period not exceeding five working days from the date of receipt of such application complete in all respects within one year of passing the special resolution, make the final application to the concerned recognised stock exchange in the form specified by the recognised stock exchange. However, in pursuance of special resolution, passed before the commencement of these regulations, final application shall be made within a period of one year from the date of passing of special resolution or six months from the commencement of these regulations, whichever is later. Prior to granting approval, the board of directors of the company shall,- make a disclosure to the recognized stock exchanges on which the equity shares of the company are listed that the promoters/acquirers have proposed to delist the company; appoint a merchant banker to carry out due-diligence and make a disclosure to this effect to the recognized stock exchanges on which the equity shares of the company are listed; obtain details of trading in shares of the company for a period of two years prior to the date of board meeting by top twenty five shareholders as on the date of the board meeting convened to consider the proposal for delisting, from the stock exchanges and details of off-market transactions of such shareholders for a period of two years and furnish the information to the merchant banker for carrying out due-diligence; obtain further details and furnish the information to the merchant banker. The board of directors of the company while approving the proposal for delisting shall certify that : the company is in compliance with the applicable provisions of securities laws; the acquirer or promoter or promoter group or their related entities, are in compliance with sub-regulation (5) of regulation 4; the delisting is in the interest of the shareholders. For certification as mentioned above, the board of directors of the company shall take into account the report of the merchant banker. The merchant banker appointed by the board of directors of the company shall carry out due diligence upon obtaining details from the board of directors of the company. However, if the merchant banker is of the opinion that details referred above are not sufficient for certification, he shall obtain additional details from the board of directors of the company for such longer period as he may deem fit. Upon carrying out due-diligence as specified in these regulations, the merchant banker shall submit a report to the board of directors of the company certifying the following: the trading carried out by the entities belonging to acquirer or promoter or promoter group or their related entities was in compliance or not, with the applicable provisions of the securities laws; and entities belonging to acquirer or promoter or promoter group or their related entities have carried out or not, any transaction to facilitate the success of the delisting offer which is not in compliance with the provisions of sub-regulation (5) of regulation 4. An application seeking in-principle approval for delisting shall be accompanied by an audit report as required under regulation 55A of SEBI (Depositories and Participants) Regulations, 1996 in respect of the equity shares sought to be delisted, covering a period of six months prior to the date of the application. The recognised stock exchange shall not unfairly withhold such application, but may require the company to satisfy it as to – Compliance with these regulations; The resolution of investor grievances by the company; Payment of listing fees to that recognised stock exchange; The compliance with any condition of the listing agreement with that recognised stock exchange having a material bearing on the interests of its equity shareholders; Any litigation or action pending against the company pertaining to its activities in the securities market or any other matter having a material bearing on the interests of its equity shareholders; Any other relevant matter as the recognised stock exchange may deem fit to verify. Within one year of passing the special resolution, make the final application to the concerned recognised stock exchange in the form specified by the recognised stock exchange and shall be accompanied with such proof of having given the exit opportunity in accordance with these regulations as the recognised stock exchange may require. PROCESS FOR COMPULSORY DELISTING Constitution of Panel by Recognised stock exchange to take decision regarding the compulsory delisting by the exchange. [Regulation 22(2)] Public notice of compulsory delisting by recognized stock exchange in one English and one regional language newspaper of the region where the concerned recognized stock exchange is located. [Regulation 22(3)] Representation by any person who may be aggrieved by the proposed delisting (to be received within 15 days of public notice). [Regulation 22(3)] Delisting order by the recognized stock exchange. [Regulation 22(4)] Public notice after delisting order by recognized stock exchange in one English and regional language newspaper of the region where the concerned recognized stock exchanges is located and information to all the stock exchanges where the shares of the company listed and also on its trading systems and website. [Regulation 22(6)] Appointment of independent Valuer. Determination of the fair value of shares by the independent valuers appointed by the recognized stock exchange. Acquisition of shares by the promoters at determined fair value. Company Promoters/PAC/ Directors can neither access securities market nor seek listing for a period of 10 years.