MANU/SSMD/0026/2021

Ministry : Securities and Exchange Board of India

Department/Board : Corporation Finance Department

Circular No. : SEBI/HO/CFD/DIL1/CIR/P/2021/0585

Date : 06.07.2021

To

All Listed Entities who have listed their equity and convertibles
All the Nationwide Stock Exchanges

Dear Sir/Madam,

Standard Operating Procedure for listed subsidiary company desirous of getting delisted through a Scheme of Arrangement wherein the listed parent holding company and the listed subsidiary are in the same line of business

1. SEBI, vide notification dated June 10, 2021, has notified the amendments made to the SEBI (Delisting of Equity Shares) Regulations, 2021 wherein, in Chapter VI, Part C, and Regulation 37, special provisions for a listed subsidiary company getting delisted through a scheme of arrangement have been inter-alia inserted with respect to a listed holding company and the listed subsidiary company who are in the 'same line of business'.

2. It is hereby clarified that for the purposes of defining 'same line of business', the following criteria need to be fulfilled by the listed holding company and the listed subsidiary company: -

i. The principal economic activities of both Holding company and Subsidiary Company are under the same Group (3-digit numeric code) under the National Industrial Classification (NIC) Code 2008.

ii. Not less than 50% of revenue from the operations of the listed holding and listed subsidiary company must come from the same line of business as per last audited annual financial results submitted by both the companies in compliance with SEBI (LODR) Regulations, 2015.

iii. Not less than 50% of the net tangible assets of the listed holding and listed subsidiary must have been invested in the same line of business as per last audited annual financial results submitted by both the companies in compliance with SEBI (LODR) Regulations, 2015.

iv. In case of change of name of the listed entities, within the last one year, at