Regulation 10 - Approval by the Board of Directors - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

Approval by the Board of Directors 10 . (1) The company shall obtain the approval of its Board of Directors in respect of the proposal of the acquirer to delist the equity shares of the company, not later than twenty one days from the date of the initial public announcement. (2) The Board of Directors of the company, before considering the proposal of delisting, shall appoint a Peer Review Company Secretary and provide the following information to such Company Secretary for carrying out due-diligence:- (a) the details of buying, selling and dealing in the equity shares of the company by the acquirer or its related entities during the period of two years prior to the date of board meeting held to consider the proposal for delisting, including the details of the top twenty five shareholders, for the said period; (b) the details of off-market transactions of all the shareholders mentioned in clause (a) for a period of two years; (c) any additional information, including the information mentioned in clauses (a) and (b) for a longer period of time, sought by the Company Secretary if the Company Secretary is of the opinion that the information provided under clauses (a) and (b) is not sufficient for providing the certification in terms of sub-regulation (3). (3) After obtaining the information from the Board of Directors of the company under sub-regulation 2, the Company Secretary shall carry out the due-diligence and submit a report to the Board of Directors of the company certifying that the buying, selling and dealing in the equity shares of the company carried out by the acquirer or its related entities and the top twenty five shareholders is in compliance with the applicable provisions of securities laws including compliance with sub-regulation (5) of regulation 4 of these regulations. (4) The Board of Directors of the company, while considering the proposal for delisting, shall certify that- (a) the company is in compliance with the applicable provisions of securities laws; (b) the acquirer and its related entities are in compliance with the applicable provisions of securities laws in terms of the report of the Company Secretary including compliance with sub-regulation (5) of regulation 4 of these regulations; (c) the delisting, in their opinion, is in the interest of the shareholders of the company. (5) While communicating the decision of the Board of Directors on the proposal for delisting of equity shares, the company shall also submit to the recognized stock exchanges on which the equity shares of the company are listed, the due - diligence report of the Company Secretary in terms of sub-regulation (3) and the audit report in terms of sub-regulation (2) of regulation 12 of these regulations. (6) Upon receipt of the communication from the company under sub-regulation (5), the stock exchanges shall forthwith disseminate the same to the public.