Delisting under SEBI Delisting Regulations, 2021
Voluntary delisting via reverse book-building or fixed-price route; promoter must reach 90% post-delisting. Compulsory delisting by exchange for repeated non-compliance.
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Open offer thresholds under SEBI (SAST) Regulations, 2011
Triggered on acquisition of 25% or more voting rights, or any acquisition > 5% in a financial year by an existing holder of 25%-75%. Open offer for minimum 26%.
Buyback regulations — modes, conditions and timelines
Via tender offer or open market. Max 25% of paid-up capital + free reserves; debt-equity ≤ 2:1 post buy-back; cooling period of 1 year between buy-backs.
Difference between Friendly Takeover and Hostile Takeover
Friendly: with consent of target board; negotiated price, smooth integration. Hostile: bypassing the board via direct offer or proxy fight.
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Buy-back: company purchases own shares using free reserves; tax favoured pre-2024. Capital reduction: returns capital, requires NCLT order. Both reduce capital base.
Conversion of debt to equity — regulatory framework
Banks convert debt to equity under SDR, S4A or strategic restructuring; FEMA permits FCCB / ECB conversion. Listed entities follow ICDR pricing norms.