Regulation 4 - Conditions for delisting - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

Conditions for delisting 4 . (1) Neither any company shall apply for nor any recognised stock exchange shall permit delisting of equity shares of a company:- (a) unless a period of three years has elapsed since the listing of that class of equity shares on any recognized stock exchange; (b) if any instrument issued by the company, which is convertible into the same class of equity share(s) that is sought to be delisted, is outstanding; (c) pursuant to a buyback of equity shares by the company, including a buyback pursuant to consolidation or division of all or part of the equity share capital of the company, unless a period of six months has elapsed from the date of completion of such buyback; (d) pursuant to a preferential allotment made by the company unless a period of six months has elapsed from the date of such allotment: Provided that nothing contained under clause (d) of sub-regulation (1) shall be applicable to the delisting of equity shares made by a new acquirer(s) who has made an offer under regulation 5A of the Takeover Regulations or a new promoter(s) pursuant to re-classification in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 . (2) No acquirer shall propose delisting of equity shares of a company, if the acquirer had sold the equity shares of the company during the period of six months prior to the date of the initial public announcement made in terms of sub-regulation (1) of regulation 8 of these regulations. (3) Nothing contained in clauses (a) and (b) of sub-regulation (1) shall apply to a delisting of equity shares falling under regulation 5 of these regulations. (4) No acquirer shall, directly or indirectly, employ the funds of the company to finance an exit opportunity provided under Chapter IV of these regulations or an acquisition of shares made pursuant to sub-regulation (4) of regulation 33 of these regulations. (5) No acquirer shall, directly or indirectly, (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 of equity shares sought or permitted or exit opportunity given or other acquisition of equity shares made under these regulations.