Description

BSE announces compulsory delisting of 2 companies suspended for over 6 months, effective December 16, 2025, with significant restrictions on promoters and directors.

Summary

BSE has announced the compulsory delisting of 2 companies - Asian Flora Ltd (Scrip Code: 531392) and Relstruct Buildcon Ltd (Scrip Code: 540426) - effective December 16, 2025. Both companies have remained suspended for more than 6 months. The delisting is pursuant to orders of BSE’s Delisting Committee under SEBI (Delisting of Equity Shares) Regulations, 2009/2021. This action triggers severe consequences including a 10-year market access ban for promoters and directors, mandatory exit option for public shareholders at fair value, and freezing of promoter shares and corporate benefits.

Key Points

  • 2 companies to be compulsorily delisted from BSE platform effective December 16, 2025
  • Asian Flora Ltd (531392) delisted under SEBI Delisting Regulations 2021
  • Relstruct Buildcon Ltd (540426) delisted under SEBI Delisting Regulations 2009
  • Both companies suspended for more than 6 months prior to delisting
  • Securities will cease to be available for trading on BSE
  • 10-year market access ban imposed on delisted companies, whole-time directors, compliance officers, and promoters
  • Promoters must purchase shares from public shareholders at fair value determined by independent valuer
  • Transfer, sale, or pledge of promoter/promoter group shares prohibited
  • Corporate benefits (dividends, rights, bonus shares, splits) frozen for promoter holdings
  • Promoters and directors barred from becoming directors of any listed company until exit option provided

Regulatory Changes

No new regulatory changes introduced. This circular implements existing provisions under:

  • SEBI (Delisting of Equity Shares) Regulations, 2021 (for Asian Flora Ltd)
  • SEBI (Delisting of Equity Shares) Regulations, 2009 (for Relstruct Buildcon Ltd)

Compliance Requirements

For Delisted Companies:

  • Securities cease to be listed and available for trading
  • Cannot directly or indirectly access securities market for 10 years
  • Cannot seek listing of any equity shares for 10 years
  • Cannot act as intermediary for 10 years

For Promoters:

  • Must purchase shares from public shareholders at fair value determined by Exchange-appointed independent valuer
  • Cannot transfer, sell, or pledge equity shares held by promoters/promoter group (if fair value is positive)
  • All corporate benefits frozen until exit option provided to public shareholders
  • Cannot become directors of any listed company until exit option compliance certified by stock exchange
  • 10-year ban from accessing securities market or seeking listing

For Whole-time Directors and Compliance Officers:

  • 10-year ban from accessing securities market
  • Cannot become directors of listed companies until exit option provided

For Depositories:

  • Must not effect transfer of promoter/promoter group shares by sale, pledge, etc.
  • Must freeze corporate benefits for promoter holdings

Important Dates

  • December 12, 2025: Notice date
  • December 16, 2025: Effective date of delisting for both companies
  • To be announced: Public Notice with fair value determination by independent valuer
  • 10 years from delisting: Duration of market access ban and restrictions

Impact Assessment

Market Impact:

  • Two scrips (531392 and 540426) permanently removed from BSE trading platform
  • Public shareholders of both companies will receive exit option at fair value
  • Market integrity enhanced through enforcement of suspension consequences

Investor Impact:

  • Public shareholders gain mandatory exit mechanism at independently determined fair value
  • Promoter shareholders face complete liquidity freeze and benefit restrictions
  • Investors in these companies should await Public Notice for fair value details and exit process

Corporate Governance Impact:

  • Strong deterrent against non-compliance leading to prolonged suspensions
  • Promoters and directors face severe career and business restrictions for 10 years
  • Companies promoted by sanctioned individuals also barred from market access
  • Ensures accountability through personal consequences for whole-time directors and compliance officers

Impact Justification

Compulsory delisting with 10-year market access ban for promoters and directors, mandatory exit option requirement, and freezing of promoter shareholdings.