SEBI Guidelines
SECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING OF SECURITIES) GUIDELINES-2003
SEBI Delisting Guidelines 2003 – Simplified Overview
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Key SEBI Guidelines
SEBI strictly prohibits unauthorized electronic platforms from enabling trades in unlisted securities of public limited companies, as this violates SCRA and the SEBI Act, 1992. Only SEBI-recognized stock exchanges can provide trading platforms for such securities; investors using non-compliant sites lose access to SEBI's investor protection framework, grievance redressal (SCORES), and compensation funds.
Our Role and Limitations
We provide market information, company details, and seller contacts but do not act as brokers, advisors, or counterparties in any deal. Users must conduct independent due diligence, verify seller credentials, and execute off-market transfers via demat accounts with Delivery vs Payment (DVP) to minimize risks.
Investor Risks and Responsibilities
Investing in unlisted shares involves high risks like illiquidity, price volatility, no guaranteed IPO/liquidity events, and potential total capital loss. SEBI warns that no investor protections apply here—perform your own research, consult SEBI-registered advisors, and comply with FEMA/Companies Act rules. Past performance does not predict future results; we offer no warranties on valuations, company quality, or transaction success.
Compliance Commitment
All site content is for educational purposes only and based on public data—"AS IS" without guarantees. We urge verifying platforms on SEBI's website and avoiding any order-matching services. By using UnlistedVentures.com, you accept full responsibility for your actions and indemnify us against losses. Contact support@unlistedventures.com for queries; disputes fall under Indian laws and Mumbai jurisdiction.
Key Steps in Voluntary Delisting
1)Shareholder approval via special resolution.
2)Public announcement with full details (price, dates, process).
3)Application submitted to the stock exchange.
4)Merchant banker (SEBI-registered, independent) appointed to manage the process.
5)Exit offer made, with a 5-month window for remaining shareholders to tender shares.
Rights of Promoters
Promoters are not obligated to accept the final exit price from the book-building process. If they reject it, they must ensure public shareholding returns to the minimum required level (via share sales or fresh issues) within 6 months.
Compulsory Delisting
If a company is suspended from trading for over 6 months, exchanges can delist it. Exchanges must give public notices and allow time for objections before delisting. Promoters must compensate remaining shareholders at a fair value determined by experts.
Other Highlights
1)Convertible instruments → A company can’t delist equity shares if convertible securities are outstanding.
2)Relisting → Once delisted, a company must wait 2 years before applying for relisting.
3)Rights issues → If promoters’ subscription reduces public shareholding below the minimum, they must either delist or restore public shareholding within 3 months.
What’s Announced in a Delisting Offer?
A public announcement must clearly state:
Floor price & price discovery method
Offer period (dates)
Stock exchanges involved
Merchant banker details
Shareholding pattern
Reasons and objectives of delisting
Timelines & escrow details