Regulation 4 - Delisting not permissible in certain circumstances and conditions for delisting - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

Delisting not permissible in certain circumstances and conditions for delisting 4. (1) No company shall apply for and no recognised stock exchange shall permit delisting of equity shares of a company,- (a) pursuant to a buyback of equity shares by the company; or (b) pursuant to a preferential allotment made by the company; or (c) unless a period of three years has elapsed since the listing of that class of equity shares on any recognised stock exchange; or (d) if any instruments issued by the company, which are convertible into the same class of equity shares that are sought to be delisted, are outstanding. 1 [(1A) No promoter or promoter group shall propose delisting of equity shares of a company, if any entity belonging to the promoter or promoter group has sold equity shares of the company during a period of six months prior to the date of the board meeting in which the delisting proposal was approved in terms of sub-regulation (1B) of regulation 8.] (2) For the removal of doubts, it is clarified that no company shall apply for and no recognised stock exchange shall permit delisting of convertible securities. (3) Nothing contained in clauses (c) and (d) of sub-regulation (1) shall apply to a delisting of equity shares falling under clause (a) of regulation 6. (4) No promoter shall directly or indirectly employ the funds of the company to finance an exit opportunity provided under Chapter IV or an acquisition of shares made pursuant to sub regulation (3) of regulation 23. (5) No 2 [acquirer or promoter or promoter group 3 [or persons acting in concert] or their related entities] shall (a) employ any device, scheme or artifice to defraud any shareholder or other person; or (b) engage in any transaction or practice that operates as a fraud or deceit upon any shareholder or other person; or (c) engage in any act or practice that is fraudulent, deceptive or manipulative in connection with any delisting sought or permitted or exit opportunity given or other acquisition of shares made under these regulations. ******** 1 Inserted by SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015. 2 Substituted for words promoter or other person by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015. 3 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.