Delisting
This query is : Resolved
24 July 2013
Dear Sir/Madam,
I am a CS Professional Student. I am handling a case where a Public limited company wants delist its shares, under Voluntary Delisting. Its a 60 year old company. And is listed in only 1 Exchange. My boss has asked me to handle this case. I have read so many articles on this.
Its a humbly request to you to guide/help me regarding the same .
I am a CS Professional Student. I am handling a case where a Public limited company wants delist its shares, under Voluntary Delisting. Its a 60 year old company. And is listed in only 1 Exchange. My boss has asked me to handle this case. I have read so many articles on this.
Its a humbly request to you to guide/help me regarding the same .
25 July 2013
Hi
Don't worry.....
As per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 issued by the Ministry of Finance, Department of Economic Affairs, the company's have been permitted for voluntary delisting of Shares from the Stock Exchange including Regional stock exchange, if it continue to be listed at stock exchanges having nationwide trading terminal like BSE or NSE.
Read Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009.
Don't worry.....
As per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 issued by the Ministry of Finance, Department of Economic Affairs, the company's have been permitted for voluntary delisting of Shares from the Stock Exchange including Regional stock exchange, if it continue to be listed at stock exchanges having nationwide trading terminal like BSE or NSE.
Read Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009.
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25 July 2013
According to the Regulations 'voluntary delisting' means delisting of securities of a body corporate voluntarily by a promoter or an acquirer or any other person other than the stock exchange(s).
Applicability of Regulation
Regulation shall be applicable to delisting of securities of companies and specifically shall apply
to:—
(a) voluntary delisting being sought by the promoters of a company;
(b) any acquisition of shares of the company (either by a promoter or by any other person) or scheme
or arrangement, by whatever name referred to, consequent to which the public shareholding falls
below the minimum limit specified in the listing conditions or listing agreement that may result in
delisting of securities;
(c) promoters of the companies who voluntarily seek to delist their securities from all or some of the
stock exchanges;
(d) cases where a person in control of the management is seeking to consolidate his holdings in a company, in a manner which would result in the public shareholding in the company falling below the limit specified in the listing conditions or in the listing agreement that may have the effect of
company being delisted;
(e) companies which may be compulsorily delisted by the stock exchanges.
However, companies are not permitted to use the buy-back provision to delist its securities.
Applicability of Regulation
Regulation shall be applicable to delisting of securities of companies and specifically shall apply
to:—
(a) voluntary delisting being sought by the promoters of a company;
(b) any acquisition of shares of the company (either by a promoter or by any other person) or scheme
or arrangement, by whatever name referred to, consequent to which the public shareholding falls
below the minimum limit specified in the listing conditions or listing agreement that may result in
delisting of securities;
(c) promoters of the companies who voluntarily seek to delist their securities from all or some of the
stock exchanges;
(d) cases where a person in control of the management is seeking to consolidate his holdings in a company, in a manner which would result in the public shareholding in the company falling below the limit specified in the listing conditions or in the listing agreement that may have the effect of
company being delisted;
(e) companies which may be compulsorily delisted by the stock exchanges.
However, companies are not permitted to use the buy-back provision to delist its securities.
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25 July 2013
Procedure to be followed for voluntary delisting of shares
Any promoter or acquirer desirous of delisting securities of the company under the provisions of these Regulations shall:—
(a) obtain the prior approval of shareholders of the company by a special resolution passed at its general meeting;
(b) make a public announcement in the manner provided in these Guidelines.
(c) make an application to the delisting exchange in the form specified by the exchange, annexing therewith a copy of the special resolution passed under sub-clause (a); and;
(d) comply with such other additional conditions as may be specified by the concerned stock exchanges from where securities are to be delisted.
Procedure to be followed for voluntary delisting of shares
Any promoter or acquirer desirous of delisting securities of the company under the provisions of these Regulations shall:—
(a) obtain the prior approval of shareholders of the company by a special resolution passed at its general meeting;
(b) make a public announcement in the manner provided in these Guidelines.
(c) make an application to the delisting exchange in the form specified by the exchange, annexing therewith a copy of the special resolution passed under sub-clause (a); and;
(d) comply with such other additional conditions as may be specified by the concerned stock exchanges from where securities are to be delisted.
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25 July 2013
STEPS TO BE TAKEN FOR VOLUNTARY DELISTING OF SHARES FROM STOCK EXCHANGE OTHER THAN BSE/NSE BUT INCLUDING REGIONAL STOCK EXCHANGE
As per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, all the listed companies are permitted for voluntary delisting of their shares from the stock exchange, without providing exit opportunities, if the company/promoters wishes to continue their company listed with the stock exchange having nationwide network like BSE & NSE.
In terms of the regulations, following procedure is to be followed for getting the voluntary delisting of shares:—
1. Give a notice of the Board meeting to the stock exchanges, at least 5 days in advance, in which the matter relating to the voluntary delisting of shares is to be considered.
2. Communicate decision taken by way of a resolution passed (subject to the approval of members at the next general meeting by way of special resolution) at the meeting for voluntary delisting immediately after the Board meeting for delisting of shares alongwith a copy of the said resolution to the stock exchanges.
3. Approve the notice of the next AGM/EGM alongwith the explanatory statement for seeking approval of the members by way of special resolution and communicate six copies of the notice of the meeting to the stock exchanges.
4. Arrange for holding the general meeting, pass the special resolution and submit a copy of the proceeding of the meeting to the stock exchanges.
5. Give notice in the newspaper for voluntary delisting of the shares as per the details prescribed in the guidelines. It should be noted that the newspapers should be approved by the stock exchanges for that purpose.
6. File Form 23 with the Registrar of Companies.
7. Obtain a certificate from the Stock Exchange having nation wide terminal for confirmation for continuing of listing
8. File Indemnity Bond Cum Affidavit on non-judicial stamp paper duly signed by the Managing Director and affixed Common Seal of the company to each of the stock exchange where the application is being made for delisting of shares/securities of the company.
9. Submit application for voluntary delisting of shares to the stock exchanges including regional stock exchange alongwith the proof of the above said compliance and latest shareholding patters with a copy to the BSE/NSE.
10. Intimate the decision to the CDSL and NSDL.
11. Pay all the dues of the annual listing fee to the stock exchanges.
12. Promptly comply with the requirements as may be intimated by the concerning stock exchange.
13. Appoint compliance officer for the purpose of delisting of shares and give his name to the stock exchange and in the notice published in the newspapers.
14. Pursue for necessary orders of delisting and after receipt of the same, forward it to the BSE/NSE.
STEPS TO BE TAKEN FOR VOLUNTARY DELISTING OF SHARES FROM STOCK EXCHANGE OTHER THAN BSE/NSE BUT INCLUDING REGIONAL STOCK EXCHANGE
As per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, all the listed companies are permitted for voluntary delisting of their shares from the stock exchange, without providing exit opportunities, if the company/promoters wishes to continue their company listed with the stock exchange having nationwide network like BSE & NSE.
In terms of the regulations, following procedure is to be followed for getting the voluntary delisting of shares:—
1. Give a notice of the Board meeting to the stock exchanges, at least 5 days in advance, in which the matter relating to the voluntary delisting of shares is to be considered.
2. Communicate decision taken by way of a resolution passed (subject to the approval of members at the next general meeting by way of special resolution) at the meeting for voluntary delisting immediately after the Board meeting for delisting of shares alongwith a copy of the said resolution to the stock exchanges.
3. Approve the notice of the next AGM/EGM alongwith the explanatory statement for seeking approval of the members by way of special resolution and communicate six copies of the notice of the meeting to the stock exchanges.
4. Arrange for holding the general meeting, pass the special resolution and submit a copy of the proceeding of the meeting to the stock exchanges.
5. Give notice in the newspaper for voluntary delisting of the shares as per the details prescribed in the guidelines. It should be noted that the newspapers should be approved by the stock exchanges for that purpose.
6. File Form 23 with the Registrar of Companies.
7. Obtain a certificate from the Stock Exchange having nation wide terminal for confirmation for continuing of listing
8. File Indemnity Bond Cum Affidavit on non-judicial stamp paper duly signed by the Managing Director and affixed Common Seal of the company to each of the stock exchange where the application is being made for delisting of shares/securities of the company.
9. Submit application for voluntary delisting of shares to the stock exchanges including regional stock exchange alongwith the proof of the above said compliance and latest shareholding patters with a copy to the BSE/NSE.
10. Intimate the decision to the CDSL and NSDL.
11. Pay all the dues of the annual listing fee to the stock exchanges.
12. Promptly comply with the requirements as may be intimated by the concerning stock exchange.
13. Appoint compliance officer for the purpose of delisting of shares and give his name to the stock exchange and in the notice published in the newspapers.
14. Pursue for necessary orders of delisting and after receipt of the same, forward it to the BSE/NSE.
25 July 2013
Specimen of Letter to be given to Stock Exchanges for holding of Board meeting for voluntary delisting of shares
CAPS/SE/DKJ/2007 Date: ………….
By Hand/Courier
To,
1. The General Manager Fax No.:
Corporate Relationship Department
1st Floor, New Trading Ring
Rotunda Building, P.J. Tower,
Dalal Street, Fort
Mumbai - 400001
2. The Secretary
M.P. Stock Exchange, Indore
Sub: Information for voluntary delisting of shares from the M.P. Stock Exchange
Dear Sir,
With reference to above cited we would like to inform that the Board of directors of the Company at their meeting to be held on. ……will consider the matter relating to voluntary delisting of the Equity Shares of the Company from the Stock Exchange Madhya Pradesh in terms of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009.
You are requested to please take on record the above said information for your reference and further needful.
Thanking you.
Yours faithfully
For, CAPS LTD
Authorised Signatory
CAPS/SE/DKJ/2007 Date: ………….
By Hand/Courier
To,
1. The General Manager Fax No.:
Corporate Relationship Department
1st Floor, New Trading Ring
Rotunda Building, P.J. Tower,
Dalal Street, Fort
Mumbai - 400001
2. The Secretary
M.P. Stock Exchange, Indore
Sub: Information for voluntary delisting of shares from the M.P. Stock Exchange
Dear Sir,
With reference to above cited we would like to inform that the Board of directors of the Company at their meeting to be held on. ……will consider the matter relating to voluntary delisting of the Equity Shares of the Company from the Stock Exchange Madhya Pradesh in terms of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009.
You are requested to please take on record the above said information for your reference and further needful.
Thanking you.
Yours faithfully
For, CAPS LTD
Authorised Signatory
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25 July 2013
Specimen of Board resolution for voluntary delisting of shares from Stock exchange including regional stock exchange
The Board considered that the Company's Equity Shares are listed with the Mumbai and Uttar Pradesh Stock Exchanges and there is no trading or negligible trading of equity shares since listing at the Uttar Pradesh Stock Exchange. However, the Company's shares are regularly being traded at the Mumbai Stock Exchange. Therefore, in terms of the SEBI (Delisting of Equity Shares) Regulations, 2009, announced by the SEBI, the Companies have been permitted for voluntary delisting of shares including from the Regional Stock Exchange, subject to the compliance of the terms and conditions of the said regulations. The Board further considered that the Mumbai Stock Exchange is having nationwide trading terminals and the investors have access to trade and deal in Company's shares across the country and listing on the Uttar Pradesh Stock Exchange are not providing any significant tangible advantage to the shareholders and investors of the Company and the Company should take effective steps for voluntary delisting of the Company's Equity Shares from the Madhya Pradesh Stock Exchange and continue its listing only with the Stock Exchange Mumbai to avoid unnecessary financial and administrative burden duo to multiple compliance of the various clauses of the Listing Agreement from time to time and to provide better services to the investors through the nationwide Stock Exchange terminal. After details discussion the Board passed the following resolution unanimously:
RESOLVED THAT pursuant to the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 for Voluntary Delisting of Shares from the Stock Exchanges, Central Listing Authority and subject to the provisions of the Security Contract and Regulation Act, 1956, Listing Agreement, and any directions or modifications as may be issued by any regulating authority, and subject to the approval by the members by way of special resolution the consent of the Board of directors of the Company be and is hereby accorded to delist the Equity Shares of the Company from the Uttar Pradesh Stock Exchange.
FURTHER RESOLVED THAT Shri AM, the Chairman and Managing Director and/or Shri AG, the Executive Director and/or Shri DJ, the Compliance Officer of the Company be and is hereby severally authorised to take effective steps for voluntary delisting of shares from the above said stock exchanges and to accept any terms and conditions as may be imposed by the Stock Exchanges, Central Listing Authority, SEBI or any regulating authorities and to settle all the questions and matters arising out of and incidental to the proposed voluntary delisting of the equity shares of the Company from the above said stock exchange and to execute Indemnity Bond/undertaking or any other writings, which they may in their absolute discretion consider necessary, proper or expedient for giving effect to the above said resolution and that the Common Seal of the Company be affixed on any documents as may be required by the Stock Exchanges in presence of Shri RCM, the Chairman and Managing Director and/or Shri AKG, the Executive Director and/or Shri DJ, the Compliance Officer of the Company.
The Board considered that the Company's Equity Shares are listed with the Mumbai and Uttar Pradesh Stock Exchanges and there is no trading or negligible trading of equity shares since listing at the Uttar Pradesh Stock Exchange. However, the Company's shares are regularly being traded at the Mumbai Stock Exchange. Therefore, in terms of the SEBI (Delisting of Equity Shares) Regulations, 2009, announced by the SEBI, the Companies have been permitted for voluntary delisting of shares including from the Regional Stock Exchange, subject to the compliance of the terms and conditions of the said regulations. The Board further considered that the Mumbai Stock Exchange is having nationwide trading terminals and the investors have access to trade and deal in Company's shares across the country and listing on the Uttar Pradesh Stock Exchange are not providing any significant tangible advantage to the shareholders and investors of the Company and the Company should take effective steps for voluntary delisting of the Company's Equity Shares from the Madhya Pradesh Stock Exchange and continue its listing only with the Stock Exchange Mumbai to avoid unnecessary financial and administrative burden duo to multiple compliance of the various clauses of the Listing Agreement from time to time and to provide better services to the investors through the nationwide Stock Exchange terminal. After details discussion the Board passed the following resolution unanimously:
RESOLVED THAT pursuant to the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 for Voluntary Delisting of Shares from the Stock Exchanges, Central Listing Authority and subject to the provisions of the Security Contract and Regulation Act, 1956, Listing Agreement, and any directions or modifications as may be issued by any regulating authority, and subject to the approval by the members by way of special resolution the consent of the Board of directors of the Company be and is hereby accorded to delist the Equity Shares of the Company from the Uttar Pradesh Stock Exchange.
FURTHER RESOLVED THAT Shri AM, the Chairman and Managing Director and/or Shri AG, the Executive Director and/or Shri DJ, the Compliance Officer of the Company be and is hereby severally authorised to take effective steps for voluntary delisting of shares from the above said stock exchanges and to accept any terms and conditions as may be imposed by the Stock Exchanges, Central Listing Authority, SEBI or any regulating authorities and to settle all the questions and matters arising out of and incidental to the proposed voluntary delisting of the equity shares of the Company from the above said stock exchange and to execute Indemnity Bond/undertaking or any other writings, which they may in their absolute discretion consider necessary, proper or expedient for giving effect to the above said resolution and that the Common Seal of the Company be affixed on any documents as may be required by the Stock Exchanges in presence of Shri RCM, the Chairman and Managing Director and/or Shri AKG, the Executive Director and/or Shri DJ, the Compliance Officer of the Company.
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25 July 2013
Specimen of intimation of decision taken at Board meeting for voluntary
delisting of shares to be given to Stock Exchanges
CAPS/SE/DKJ/2007 Date: ………….
By Hand/Courier
To,
1. The General Manager FAX NO.:
Corporate Relationship Department
1st Floor, New Trading Ring
Rotunda Building, P.J. Tower,
Dalal Street, Fort
Mumbai - 400001
2. The Secretary
M.P. Stock Exchange, Indore
Sub: Intimation for the decision taken by the Board for Voluntary Delisting of Shares from the Uttar Pradesh Stock Exchange
This has in reference with our letter No. XXXXXXXX, dated XXXX. We would like to inform that the Board at their meeting held on ……… has considered the Company's Equity Shares are listed with the Mumbai and Uttar Pradesh Stock Exchange and there are no trading or very few trading of equity shares since listing at the Uttar Pradesh Stock Exchange moreover of there are infrequent trading at the Mumbai Stock Exchange. After due consideration of all the aspects, it was decided by the Board that in terms of the SEBI (Delisting of Equity Shares) Regulations, 2009, announced by the SEBI the Company's 36,68,580 Equity Shares of Rs. 10 each be delisted from the Stock Exchange, Uttar Pradesh and the above said share continued be listed with the Mumbai Stock Exchange, having nationwide trading terminals and the investors have access to trade and deal in Company's equity shares across the country. A copy of the Board resolution being enclosed herewith.
The above said decision taken by the Board is subject to the approval of the of the members by way of Special Resolution in the forthcoming general meeting.
You are requested to please take on record the above said information for your reference and record.
Thanking You,
Yours Faithfully,
For, CAPS LTD.
Authorised Signatory
Specimen of intimation of decision taken at Board meeting for voluntary
delisting of shares to be given to Stock Exchanges
CAPS/SE/DKJ/2007 Date: ………….
By Hand/Courier
To,
1. The General Manager FAX NO.:
Corporate Relationship Department
1st Floor, New Trading Ring
Rotunda Building, P.J. Tower,
Dalal Street, Fort
Mumbai - 400001
2. The Secretary
M.P. Stock Exchange, Indore
Sub: Intimation for the decision taken by the Board for Voluntary Delisting of Shares from the Uttar Pradesh Stock Exchange
This has in reference with our letter No. XXXXXXXX, dated XXXX. We would like to inform that the Board at their meeting held on ……… has considered the Company's Equity Shares are listed with the Mumbai and Uttar Pradesh Stock Exchange and there are no trading or very few trading of equity shares since listing at the Uttar Pradesh Stock Exchange moreover of there are infrequent trading at the Mumbai Stock Exchange. After due consideration of all the aspects, it was decided by the Board that in terms of the SEBI (Delisting of Equity Shares) Regulations, 2009, announced by the SEBI the Company's 36,68,580 Equity Shares of Rs. 10 each be delisted from the Stock Exchange, Uttar Pradesh and the above said share continued be listed with the Mumbai Stock Exchange, having nationwide trading terminals and the investors have access to trade and deal in Company's equity shares across the country. A copy of the Board resolution being enclosed herewith.
The above said decision taken by the Board is subject to the approval of the of the members by way of Special Resolution in the forthcoming general meeting.
You are requested to please take on record the above said information for your reference and record.
Thanking You,
Yours Faithfully,
For, CAPS LTD.
Authorised Signatory
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