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THE GAZETTE OF INDIA
EXTRAORDINARY
PART II SECTION 3 - SUB-SECTION (ii)
PUBLISHED BY AUTHORITY
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 18th June 2004

SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) (AMENDMENT) REGULATIONS, 2004.

S.O. No.745(E).  In exercise of powers conferred by sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with clause (f) of sub-section (2) of Section 77A of the Companies Act, 1956 (1 of 1956) the Board hereby makes the following regulations to amend the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, namely:-

1.  (i) These regulations shall be called the Securities and Exchange Board of   India (Buy-Back of Securities) (Amendment) Regulations, 2004.

(ii)  They shall come into force on the date of their publication in the Official Gazette.

2.  In the Securities and Exchange Board of India (Buy-Back of Securities) Regulations 1998 ,

(i) In regulation 2, in sub-regulation (1),

(a)  in clause (e), for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(b) in clause (o), for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(ii) Regulation 3, shall be substituted by the following, namely-.
“Applicability

3. (1) These regulations shall be applicable to buy-back of shares or other specified securities of a company listed on a stock exchange.
    (2) Notwithstanding anything contained in sub-regulation (1), a company listed on a stock exchange shall not buy-back its shares or other specified securities so as to delist   its shares or other specified securities from the stock exchange.”

(iii)  In regulation 4,

(a)  in the heading, for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(b) in sub-regulations (1), (2) and (3), for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(iv)  In regulation 5, in sub-regulation (2), for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(v)  In regulation 5A, in sub-regulations (1) and (2), for the word "securities", wherever it appears, the words “shares or other specified securities” shall be substituted.

(vi)  In regulation 6, for the words "specified securities", the words “shares or other specified securities” shall be substituted.

(vii)  In regulation 7, for the words "specified securities" wherever they appear, the words “shares or other specified securities” shall be substituted.

(viii)   In regulation 8,

(a) in sub-regulation (1), for the words "specified securities", the words “shares or other specified securities” shall be substituted.

(b) for sub regulation (3) , the following shall be substituted, namely-

“3) The specified date shall not be later than thirty days from the date of the public announcement.”

(ix)   In regulation 9, in sub-regulations (4) and (5), for the words "specified   securities”, wherever they appear, the words “shares or other specified securities” shall be substituted.

(x)  In regulation 11, in sub-regulation (1), after the words “together with” and before the words “the amount”, the words “ninety per cent. of” Shall be inserted.

(xi)  In regulation 12,

(a) for sub-regulation (1), the following shall be substituted ,namely-

  “(1) The company shall extinguish and physically destroy the security certificates so bought back in the presence of a Registrar to issue or the Merchant Banker and the Statutory Auditor within fifteen days of the date of acceptance of the shares or other specified securities.
Provided that the company shall ensure that all the securities bought - back are extinguished within seven days of the last date of completion of buy – back.”

(b) in sub-regulation (2) for the words "specified securities", the words “shares or other specified securities” shall be substituted.

(c)  for sub-regulation (3), the following shall be substituted, namely : -

“(3) (a) The company shall, furnish a certificate to the Board certifying compliance as specified in sub-regulation (1) and
duly certified and verified  by -

(i) the registrar and whenever there is no registrar by the merchant banker;

(ii) two directors of the company one of whom shall be a managing director where there is one;

(iii) the statutory auditor of the company,

     (b) The certificate required under clause (a) shall be furnished to the Board on a monthly basis by the seventh day of the month succeeding the month in which the securities certificates are extinguished and destroyed.”

(d) for sub-regulation (4), the following shall be substituted, namely :
   “(4)The company shall furnish, the particulars of the security certificates extinguished and destroyed under sub-regulation (1), to the stock exchanges where the shares of the company are listed on a monthly basis by the seventh day of the month succeeding the  month in which the securities certificates are extinguished and destroyed .”

(xii)   In regulation 13, for the words "specified securities", the words “shares or other specified securities” shall be substituted.

(xiii)  In regulation 14, in sub-regulations (1) and (2), for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(xiv)  In regulation 15,

(a) in the opening sentence and in clauses (b) and (f) for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(b) for clause (g) , the following shall be substituted, namely-

“(g) The buy-back shall be made only on stock exchanges having nationwide trading terminals;”

(c) in clause (h) , for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(d) for clause (i) , the following shall be substituted, namely-

“(i) The company and the merchant banker shall submit  the information regarding the shares or other specified securities bought- back, to the stock exchange on a daily basis and publish the said information in a national daily on a fortnightly basis and every time when an additional five per cent of the buy -back has been completed.
Provided that where there is no buy back during a particular period the company and the merchant banker shall not be required to publish the details in a national daily.”

(xv)  In regulation 17, in the opening sentence and in sub-regulation (1), in clause (k), for the words "specified securities", the words “shares or other specified securities” shall be substituted.

(xvi)  In regulation 19, for the words "specified   securities", wherever they appear, the words “shares or other specified securities” shall be substituted.

(xvii)  In regulation 25 in sub-regulation (1), in clause (c), for the words "specified   securities", the words “shares or other specified securities” shall be substituted.

(xviii)  In Schedule I,

(a) in clause (vii), in sub-clause (b), for the words "equity shares", the words “shares or other specified securities” shall be substituted.

(b) in clause (viii), for the words "specified   securities", wherever they appear, the words “shares or other specified securities” shall be substituted.

( xix) In Schedule II,

(a)  in clause 18, for the words "equity shares", the words “shares or other specified securities” shall be substituted.
(b)  for clause 24, the following shall be substituted ,namely-

“24. The Public announcement shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.”

(xx)  In Schedule III,

(a) in clause 18, for the words "equity shares", the words “shares or other specified securities” shall be substituted.

(b) in clause 23,

(i) in para (1), for the words “ whole time directors” the words “directors of the company one of whom shall be a managing director where there is one’ shall be substituted.

(ii) in para (2) for the words “ whole time directors, one of whom shall be managing director” the words “directors of the company one of whom shall be a managing director where there is one’ shall be substituted.

(c)  for clause 26 , the following shall be substituted, namely-
 
“26. The letter of offer shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.”
 
 

                                                                                                G.N.BAJPAI
                                                                                                CHAIRMAN
                                                         SECURITIES AND EXCHANGE BOARD OF INDIA

[F. No. SEBI/LAD/DOP/ 12752 /2004]

Footnote:
1. Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, the principal regulations, were published in the Gazette of India on November 14, 1998; vide G.S.R No. 975 (E).
2. It was subsequently amended -
(a) on September 21, 1999 by SEBI (Buy-Back of Securities) (Amendment) Regulations, 1999 vide S.O. 776 (E).
(b) on November 28, 2001 by SEBI (Buy-Back of Securities) (Amendment) Regulations, 2001 vide S.O. 1181(E). <