Regulation 106ZD - Exit of entities listed without making a public issue - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

2 [Exit of entities listed without making a public issue. 106ZD. (1) An entity whose specified securities are listed on the institutional trading platform without making a public issue may exit from that platform, if- (a) its shareholders approve such exit by passing a special resolution through postal ballot where ninety per cent of the total votes and the majority of non-promoter votes have been cast in favor of such proposal; and (b) the recognized stock exchange where its shares are listed approve of such an exit. (2) The recognized stock exchange may delist the specified securities of an entity listed without making a public issue upon non-compliance of the conditions of listing and in the manner as specified by the stock exchange. (3) No entity promoted by promoters and directors of an entity delisted under sub-regulation (2), shall be permitted to list on institutional trading platform for a period of five years from the date of such delisting: Provided that the provisions of this regulation shall not apply to another entity promoted by the independent directors of such a delisted entity. ] ********** 1. Inserted vide SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013 , w.e.f. 8-10-2013 2. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015 , w.e.f. 14.08.2015 before it was read as 1 [Exit from institutional trading platform. 106ZD. (1) A company whose specified securities are listed on institutional trading platform may exit from that platform, if: a) its shareholders approve such exit by passing a special resolution through postal ballot where ninety per cent. of total votes and the majority of non-promoter votes have been cast in favoUr of such proposal; b) the recognised stock exchange where its shares are listed approve such exit. (2) A company whose securities are listed on institutional trading platform shall exit the platform in the event of: a) its specified securities have been listed on this platform for a period of ten years; b) the company has paid up capital of more than twenty five crore rupees; c) the company has revenue of more than three hundred crore rupees as per the last audited financial statement; d) the company has market capitalization of more than five hundred crore rupees: Provided that the stock exchange may grant eighteen months time to such company to delist upon happening of any of the events as referred to in clauses (a) to (d). (3) A company listed on institutional trading platform shall be delisted and permanently removed from the institutional trading platform under the following circumstances: a) the company has failed to file its periodic filings with the recognised stock exchange for more than one year; or b) the company has failed to comply with corporate governance norm(s) for more than one year; or c) notwithstanding anything contained in clauses (a) and (b), the recognised stock exchange may delist the company on non-compliance of the condition of listing as may be specified by the recognised stock exchange. (4) In case of a company delisted under sub-regulation (3), no company promoted by promoters and directors of such delisted company shall be permitted to be listed on institutional trading platform for a period of five years from the date of such delisting: Provided that the provisions of sub-regulation (4) shall not apply to a company promoted by the independent directors of such a delisted company.]