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Comparison between Old & New Regulations

S.No Particulars Securities And Exchange Board of India (Delisting of Securities) Guidelines, 2003 Securities And Exchange Board of India (Delisting Of Equity Shares) Regulations, 2009.
1. Coverage All kind of Securities are covered Only Equity Shares are Covered
2. Definitions-Exchange There is a concept of the Delisting Exchange and Exchange Both the earlier definitions merged and a definition of Recognized Stock exchange is inserted.
3. Definitions-Public Shareholding The Public shareholding is the shareholding in a company of the persons other than the Promoters, Persons Acting in concert with the Promoter The public shareholding is the shareholding in a company of the persons other than the Promoters, Persons Acting in concert with the Promoter , holders of Depositors receipts and the custodian thereof
4. Definitions-Working Days Working Days are not defined. Working days are defined as the working days of the SEBI.
5. Applicability Widely defined Not widely defined.
6. Inapplicability Not mentioned exclusively and separately. Separate section is made. The exemption is available to the companies which have been declared sick & their reconstruction scheme provides the delisting including the provisions of the exit option to the shareholders.
7. Non-Permissibility Delisting only through Buy Back of securities is not permitted Along with Buy Back, delisting through preferential allotment is also not permitted.
8. Voluntary delisting The procedure and provisions of both kind of Delisting a) Without Exit option and b) With exit option merged and no separate sections were there. The procedures for both kind of Delisting a) Without Exit option and b) With exit option are defined and provided in an identifiable manner.
9. Delisting Without Exit Route. i.e. not from the exchanges having nationwide trading terminal Special resolution to be passed through the shareholders is compulsory. Now the requirement of special resolution for the delisting without Exit route is deleted. Only public announcement and the disclosure in the first annual report after delisting will suffice the requirement.
No time limit was prescribed for the exchanges for disposal of the Delisting application filed by the companies. A 30 days time period after the receipt of Application complete in all respect, given to the exchanges for disposing of the application of delisting.
10. Delisting with Exit Route i.e. even from the exchanges having nationwide trading terminal Shareholders approval for the Delisting can be taken even in the Extra Ordinary General Meeting. The resolution is Special resolution simply to be passed in the Extra Ordinary General Meeting. Shareholders approval is required compulsorily through postal ballot. The special resolution shall be deemed to be passed only if the votes cast by the public shareholders in favour of the proposal amount to at least two times the votes cast against it.
Before starting the process of Delisting there is no requirement of taking In principal approval from the stock exchange. Before starting the Delisting Procedure, In principal approval is required from the Stock exchange from where the securities are to be delisted.
There is no validity of special resolution passed by the members in the Extra Ordinary General Meeting. The resolution is valid upto 1 year, within which the final application is to be made to the stock exchange for the Delisting of securities after completion of the Reverse Book Building Process.
No specific guidelines were given to the stock exchanges, which they have to considered while approving the application of delisting. The Checkpoints have been provided in the Regulations which the Stock exchange has to considered while approving the application of delisting.
11. Specified Date No concept of specified date, on which the list of eligible public shareholders can be determined to whom the Letter of Offer will be sent for Delisting. The concept of Specified date introduced, which is 30 days from the date of the Public Announcement, on which the shareholders list be freezed to whom the letter of offer will be sent for the Delisting.
12. Bidding period Only minimum time mentioned during which the bidding Period remain open which is 3 days The bidding period will now be 3 days to 5 days and should start within 55th day of the public announcement.
13. Ineligibility of the shareholders to participate in the Delisting offer. No ineligibility with regard to the public shareholding given. Now the Receipts holders / ADR / GDR holders are restricted to participate in the Delisting offer. If they wishes to participate then they have to first convert their shares into underlying Equity shares.
14. Price determination Previously the price was calculated from the date of public announcement Now the price is calculated from the date when the company informed the exchange the date of the board meeting in which the delisting proposal was considered.
15. Minimum number of shares for Delisting from the stock exchange The company will be delisted if the public shareholding falls below the minimum limit specified by the listing conditions of listing agreement. The company will be deemed to be delisted on reaching the level higher of the following:- a) Ninety percent of the total issued shares of that class excluding the shares which are held by a custodian and against which depository receipts have been issued overseas. Or., b) The aggregate percentage of pre offer promoter shareholding along with person acting in concert and fifty percent of the offer size.
16. Final price announcement Previously the Final announcement to be made in two days declaring the final price and the status of the Delisting i.e whether the price is accepted or not. Now the Final announcement to be made in eight working days declaring the final price and the status of the Delisting i.e whether the price is accepted or not.
17. Right of remaining shareholders The shareholders who could not participate in the Delisting offer can offer their shares to the promoters during a period of 6 months after the Delisting. The shareholders who could not participate in the Delisting offer can offer their shares to the promoters during a period of 1 year after the Delisting.
18. Consequence of the Compulsory Delisting Only company was restricted for a period of 2 years for Relisting at the stock exchange The company, its promoters, and directors are barred for a period of 10 years for relisting at the stock exchange.
19. Small Companies No special provisions are there for the small companies. They have to follow the same provisions as the Large and big companies have to. Special provisions under the separate section be given for the small companies and winding up companies. They need not to follow the Reverse Book Building process.
20. Delisting through right Issue If pursuant to Right issue the Promoters holding is increased by more than the permissible limit, the promoter shall be required to delist the company or reduce their holding within a period of 3 months. The section is altogether deleted.
21. Reinstatement of securities The companies cannot be relisted at the exchange for a period of 2 years from the period of delisting. The companies delisted voluntarily cannot be relisted for a period 5 years and the companies compulsorily delisted cannot be relisted for a period of 10 years from the date of delisting

 

 
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