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TMI Blog2015 (6) TMI 259X X X X Extracts X X X X X X X X Extracts X X X X ..... stated that the delisting and the consequent determination of the offer price, floor price and the final offer price would be in accordance with the extant SEBI regulations, i.e. through book building process and that the shareholders including the petitioners have a right to participate in the same (Regulation 14(1), SEBI (Delisting of Equity Shares) Regulations, 2009). Since the Petitioners have represented to the SEBI, which has not made any order in that regard, it would be inappropriate for this court to assume that the said body would not act, act improperly or act in a manner contrary to the Regulations. Any direction in exercise of judicial review at this stage would be based on the assumption of objective facts. All that this co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 24.01.2015, of a postal ballot notice dated 09.01.2015 uploaded on the website of the second and third respondents seeking approval through postal ballot for voluntary delisting of the equity shares of Spice, from BSE and NSE. They sent a protest letter dated 27.01.2015 demanding that the postal ballot notice be recalled, which Spice refused by letter dated 06.02.2015. Thereafter on 18.02.2015, the petitioners represented to SEBI, claiming an investigation under Regulation 5 of the Regulations, into the proposed delisting of the equity shares of Spice from the BSE and NSE and to direct the latter respondents not to grant any approval to the proposed delisting of Spice‟s equity shares from the BSE and NSE pending such investigation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een traded in 8952 trades and that 10,20,617 shares in a period of six months cannot be considered as limited volume ( there is limited liquidity in the scrip of the Company , as stated by the Spice) and thus the proposal of delisting is against the interest of shareholders. 4. Regulation 3(9) of the said regulations is reproduced below for ease of reference: Regulation 3(9): For the purpose of disclosures to the stock exchange, the shareholding of the trust shall be shown as non-promoter and non-public‟ shareholding. Explanation: For the removal of doubts, it is clarified that shares held by the trust shall not form part of the public shareholding which needs to be maintained at a minimum twenty-five percent as prescribed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay place their bids at a price which may be at or above the floor price. The shareholder also has the option to stay invested in the company and not to tender shares. It is also urged by Spice that the equity shares are infrequently traded‟ and the proposed delisting is in the interest of the public shareholders from the perspective of providing an exit opportunity, in the circumstances, as per the parameters specified in SEBI (Delisting of Equity Shares) Regulations, 2009. 7. Spice denied the Petitioners‟ allegations that the trusts are under the control of the seventh respondent. The petitioners urge that the shares which were held by Spice Televentures Private Limited, the transferor company, were transferred to the trust ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that the shareholders including the petitioners have a right to participate in the same (Regulation 14(1), SEBI (Delisting of Equity Shares) Regulations, 2009). 9. Regulation 15 (2) provides as follows: 15. (1) . (2) (a) (b) (c) Explanation: For the purposes of this sub-section, equity shares shall be deemed to be infrequently traded, if on the recognised stock exchange, the annualised trading turnover in such shares during the preceding six calendar months prior to month in which the recognised stock exchanges were notified of the board meeting in which the delisting proposal was considered, is less than five percent (by number of equity shares) of the total listed equity shares of that class and the term frequ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onary power. Regulation 5 of the said regulations is reproduced below for ease of reference: 5.Where the Board, the Chairman, the member or the Executive Director (hereinafter referred to as appointing authority ) has reasonable ground to believe that- (a) the transactions in securities are being dealt with in a manner detrimental to the investors or the securities market in violation of these regulations; (b) any intermediary or any person associated with the securities market has violated any of the provisions of the Act or the rules or the regulations, it may, at any time by order in writing, direct any officer not below the rank of Division Chief (hereinafter referred to as the Investigating Authority ) specified in the orde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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