1.1 Securities and Exchange Board of India (SEBI) on February 19, 1997, appointed a committee under the Chairmanship of Dr. K R Chandratre, immediate past President of the Institute of Company Secretaries of India and Corporate Vice President & Company Secretary, Kirloskar Oil Engines Limited, to look into and make recommendations to SEBI on various aspects concerning delisting of securities of companies listed on the recognised stock exchanges. The terms of reference of the Committee were as follows:

1. to examine the present conditions for the delisting of securities of companies listed on the recognised stock exchanges and suggest norms and procedure in connection therewith;
2. to examine ways and means of ensuring continuous listing of the securities and protection of the interests of the investors;
3. to review mode of payment of listing fees payable by companies to the stock exchanges and suggest manner and periodicity of payment of the fees;
4. to recommend changes in laws, rules, regulations, etc. in order to give effect to the recommendations on the abovementioned matters.

1.2 The Committee was constituted with wide representation from the Stock Exchanges, Investors’ Associations, Corporate sector, SEBI and the Central Government (Department of Company Affairs). Apart from Dr. K.R. Chandratre, the other members of the Committee, in the alphabetical order, are:

1. Shri O P Agarwal, Company Secretary, Hindustan Lever Limited
2. Shri A Barua, Division Chief, Legal Department, SEBI
3. Shri M G Damani, President, The Stock Exchange, Mumbai
4. Dr J N Dhankhar, Executive Director, Jaipur Sock Exchange
5. Shri P L Kadlaskar, Executive Director and former Officer on Special Duty, Pune Stock Exchange
6. Shri T Prem Kumar, President, Madras Stock Exchange
7. Shri Madhu Mantri, Chairman, Mumbai Grahak Panchayat
8. Shri Ravi Narayan, Deputy Managing Director, National Stock Exchange of India Limited
9. Shri N Parakh, Division Chief, SEBI - Member Secretary
10. Shri M L Soneji, Vice President, National Securities Clearing Corporation Ltd, Mumbai
11. Shri R Vasudevan, Registrar of Companies, Maharashtra

1. Shri J J Bhat, Director- The then Listing and Market Operations, The Stock Exchange, Mumbai
2. Smt Deena Mehta, Director, The Stock Exchange, Mumbai
3. Shri M Pushpangadan, Managing Director, The Over-The-Counter Exchange of India
4. Shri O P Gahrotra, Senior Executive Director, SEBI
5. Shri M D Patel, Executive Director, SEBI

1.3 The Committee held five meetings and deliberated extensively on all the aspects of listing and delisting of securities in light of the provisions of the Companies Act, the SCR Act, the SCR Rules and the Rules, Regulations, and Bye-laws of the Stock Exchanges, the Listing Agreement, the laws and practices prevailing in other countries as well as the issues that have arisen before the Central Government, SEBI and Stock Exchanges in the course of administration of the Stock Exchanges over time.