31-D Time Frame for Completion for Requirements

1. The company shall immediately convey the decision of its Board of Directors to de-list the securities, provided that intimation of such decision to the Exchange shall be supported with a copy of the relevant resolution passed by the Board of Directors in this regard.
2. Within one week of the aforementioned intimation, the company will furnish its sponsors’ undertaking to purchase the securities owned by persons other than the sponsors at a purchase price. On receipt of such undertaking, the Exchange shall be empowered by the company within 15 days of the date of such request by the Exchange.
3. The Board on its own or on the basis of recommendations of the Special Committee, will determine/approve the purchase price. The decision of the Board will be communicated to the sponsors/company and shall also be notified and announced immediately.

   Provided that any member of the Board and/or Special Committee holding 2% or more shares of the company applying for voluntary de-listing will not participate in the deliberations while the case of the company is considered by the Board/Committee.

4. The sponsors will be required to convey their acceptance/refusal to the purchase price approved by the Board within 7 days of conveying of the relevant decision to them.

   If the company wishes to appeal this decision to the Commission it must do so within 10 days of the decision in which case no further steps will betaken on the de-listing application until the Commission determines the purchase price.

5. Once the purchase price has been finalised either by determination by the Commission in appeal or by the sponsors accepting the price stipulated by the Exchange, the company will be required to comply with the following procedure: – 

1. To obtain approval of the proposal of voluntary de-listing in the general meeting of the holders of the securities within 30 days of the acceptance of sponsors.
2. After approval of the general meeting, the requirements under Voluntary Delisting Regulations shall be completed within 7 days of the general meeting, to commence the purchase of shares.
3. The sponsors will purchase the securities for a period of 60 days.
4. Upon expiry of the said purchase period, the company will submit the relevant documents/information to the Exchange within a period of 21 days.
5. After receipt of the required documents/information and compliance of the relevant requirements as stipulated by the Exchange, the securities shall stand delisted after a period of 30 days. 
6. In case of non-acceptance of the price determined by the Exchange as the purchase price, the company shall file an appeal with the Commission within 10 days of the date of refusal for determining the price under intimation to the Exchange. On finalizing the price by the Commission, the procedure as laid-down above will be followed.

 

31. -E Relaxation of Rules:

Where the Exchange is satisfied that it is not practicable to comply with any requirement of these Regulations in a particular case or class of cases, the Exchange may, for any reason to be recorded, relax such requirement subject to such conditions as it may deem fit.

32. -F Penalty:

Whoever fails or refuses to comply with, or contravenes any provision of these Regulations, or knowingly and willfully authorizes or permits such failure, refusal or contravention shall, in addition to any other liability under the Regulations, be also liable to fine not exceeding two hundred thousand rupees for each default, and, in case of continuous failure, refusal or contravention, to a further fine not exceeding five thousand rupees for every day after the first during which such contravention continues.