SEBI/CFD/DCR/DL/01/2009/14/09
September 14, 2009

All Stock Exchanges and Merchant Bankers

Dear Sirs,

Sub: Applicability of Delisting Regulations- Transitional Provisions

As you are aware, the Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009 (Delisting Regulations) were notified by SEBI
on June 10, 2009.

SEBI has since been receiving queries from various market participants, listed
companies etc regarding the ‘transitional provisions’ contained in regulation 31 of
the Delisting Regulations.

Regulation 31 of the Delisting Regulations outlines certain situations under which
the provisions of the earlier Securities and Exchange Board of India (Delisting of
Securities) Guidelines, 2003 (Delisting Guidelines) would still be applicable to a
particular delisting transaction.

In this regard, it is hereby clarified that in cases where a special resolution has
already been passed under the Delisting Guidelines prior to commencement of
the Delisting Regulations, the delisting process shall be governed by the
provisions of the Delisting Guidelines, provided the said resolution is acted upon
within a period of three months from the date of this circular. Otherwise, the
company would be required to pass a fresh special resolution in terms of
Delisting Regulations and proceed for delisting in terms of Delisting Regulations.


For this purpose, the words acted upon shall mean that the implementation of
activities including the opening of the book building process for determination of
the exit price in terms of Clause 8.1 of the Delisting Guidelines, should be done
within three months from the date of this circular.

You are advised to take note of the above for future compliance and for guidance
to the listed companies.

Yours faithfully,


Neelam Bhardwaj