THE GAZETTE OF SECURITIES AND
EXCHANGE BOARD OF S.O.No 975 (E) In exercise of the powers
conferred by sub-sections (1) and (2) of section 11 and 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) as
inserted by [1][
the Companies (Amendment) Act 1999 (21 of 1999)], the Board, hereby, makes the
following regulations, namely: - 1. (a) These regulations shall be called the
Securities and Exchange Board of India (Buy Back of Securities) Regulations,
1998. (b) These regulations shall
come into force on the date of their publication in the Official Gazette. 2 (1) In these regulations, unless the context
otherwise requires: - (a) ‘Act’ means the
Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) `associate’ includes a person, - (i) who directly or
indirectly by himself or in combination with relatives, exercises control over
the company or, (ii) whose employee , officer or director is also a
director, officer or employee of another company; (c) ‘Board’ means the Board
as defined in clause (a) of sub-section (1) of section 2 of the Act; (d) ‘control’ shall include the right to appoint
majority of the directors or to control the management or policy decisions
exercisable by a person or persons acting individually or in concert, directly
or indirectly, including by virtue of their shareholding or management rights
or [2] [security
holders] or voting agreements or in any other manner; (e) ‘company’ includes a company registered under the
Companies Act, 1956 (1of 1956) and buys or intends to buy its own [3][shares
or other specified securities] in accordance with these regulations; (f) `Companies Act’ means `Companies Act,1956 (1 of
1956) as inserted by [4] [the
Companies (Amendment )Act,1999 (21 of 1999)]; (g) `insider’ means an insider as defined in clause
(e) of regulation 2 of Securities and Exchange Board of India (Insider Trading)
Regulations, 1992; (h) `merchant banker’ means a merchant banker
registered under section 12 of the Act; (i) ‘Ordinance’ means [5][the
Companies (Amendment) Act 1999 (21 of 1999)]; (j) ‘promoter’ means ‘promoter’ as defined in clause
(h) of sub-regulation of regulation 2 of the Securities and Exchange Board of
India (Substantial acquisition of shares and Takeovers) Regulations, 1997; (k) ‘registrar ’ means a registrar to an issue and
includes specified securities transfer agent registered under section 12 of the
Act; (l) ‘securities’ means ‘securities’ as defined in
clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 ( 42
of 1956 ); (m) ‘statutory auditor’ means an auditor appointed by
a company under section 224 of the Companies Act 1956 (1 of 1956); (n) ‘stock exchange’ means a stock exchange which has
been granted recognition under section 4 of the Securities Contracts
(Regulation) Act, 1956 (42 of 1956); (o) ‘tender offer’ means an offer by a company to buy
back its [6][shares
or other specified securities] through a letter of offer from the holders of
the [7][
shares or other specified securities] of the company. 2. All other expressions
unless defined herein shall have the same meaning as have been assigned to them
under the Act or the Securities Contracts (Regulation) Act, 1956 or the Companies
Act, 1956, or any statutory modification or re-enactment thereof, as the case
may be. CHAPTER II [8][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. ] Company may buy back its
own [9][shares
or other specified securities ] 4. (1) A company may buy-back its [10][shares
or other specified securities] by any one of the following methods: - (a) from the existing [11]
[shares or other specified securities ] on a proportionate basis through the
tender offer; (b) from open market through – (i) book-building process, (ii) stock exchange, (c) from odd-lot holders. (2) A company shall not buy
back its [12] [shares
or other specified securities ] from any person through negotiated deals,
whether on or of the stock exchange or through spot transactions or through any
private arrangement. (3) Any person or an insider shall not deal in
securities of the company on the basis of unpublished information relating to
buy-back of [13] [shares
or other specified securities ] of the company. 5 (1) For the purposes of passing a special
resolution under sub-section (2) of section 77A of the Companies Act, the
explanatory statement to be annexed to the notice for the general meeting
pursuant to section 173 of the Companies Act shall contain disclosures as
specified in schedule I.
A copy of the resolution passed at the general meeting under sub-section (2) A copy of the resolution passed at the General
meeting under sub - section (2) of section 77A of the Companies Act, shall be
filed with the Board and the stock exchanges where the [14][shares
or other specified securities] of the company are listed, within seven days
from the date of passing of the resolution. [15] [Board resolution 5A (1) A company,
authorised by a resolution passed by the Board of Directors at its meeting to
buy back its [16][shares
or other specified securities] under first proviso to clause (b) of sub-section
(2) of section 77A of the Companies Act, 1956 as inserted by the Companies
(Amendment) Act, 2001, may buy back its [17][shares
or other specified securities] subject to the following conditions: (a)
before making a public announcement under sub-regulation (1) of
regulation 8 a public notice shall be given in at least one English
national daily, one Hindi national daily and a regional language daily, all
with wide circulation at the place where the registered office of the company
is situated; (b) the public notice, shall be given within 2 days
of the passing of the resolution by the Board of Directors; (c) the public notice shall contain the disclosures
as specified in Schedule I. (2) A copy of the
resolution, passed by the Board of Directors at its meeting authorising buy
back of its [18][shares
or other specified securities ], shall be filed with the Board and the stock
exchanges, where the [19][shares
or other specified securities] of the company are listed, within two days of
the date of the passing of the resolution.] CHAPTER III Buy-back from
existing [20]
[security holders] 6. A company may buy-back its
[21][shares
or other specified securities] from its existing [22][shares
or other specified securities] on a proportionate basis in accordance with the
provisions of this Chapter. 7. The explanatory statement annexed to the notice
under section 173 of the Companies Act [23] [or
the public notice under sub-regulations 5A] shall contain the disclosures
mentioned in regulation [24] [or
regulation 5A] and also the following disclosures; - (a) The [25] [maximum]
price at which the buy-back of [26] [shares
or other specified securities] shall be made [27] [and
whether the Board of Directors of the company are being authorised at the
general meeting to determine subsequently the specific price at which the
buy-back may be made at the appropriate time]; (b) If the promoter intends to offer their [28]
[shares or other specified securities], (i) the quantum of [29][shares
or other specified securities] proposed to be tendered, and (ii) the details of their transactions and their
holdings for the last six-months prior to the passing of the special resolution
for buy-back including information of number of [30][shares
or other specified securities] acquired, the price and the date of acquisition. Filing
of offer document, etc. 8. (1) The company which has been authorised by a
special resolution [31] [or
a resolution passed by the Board of Directors at its meeting] shall before buy
back of [32][shares
or other specified securities] make a public announcement in at least one
English National Daily, one Hindi National Daily and a Regional language daily
all with wide circulation at the place where the Registered office of the
company is situated and shall contain all the material information as specified
in schedule
II. (2) The public announcement shall specify a date,
which shall be the `specified date’ for the purpose of determining the names of
the [33] [security
holders] to whom the letter of offer shall be sent. (3) [34][The
specified date shall not be later than thirty days from the date of the public
announcement. ] (4) The Company shall
within seven working days of the public announcement shall file with the Board
a draft-letter of offer containing disclosures as specified in schedule
III through a merchant banker who is not associated with the company. (5) The draft letter of
offer referred to in sub
regulation (4) shall be accompanied with fees specified in schedule
IV. (6) The letter of offer shall be dispatched not
earlier than twenty-one days from its submission to the Board under sub-regulation
(4). Provided that if, within twenty-one days from the
date of submission of the draft letter of offer, the Board specifies
modifications, if any, in the draft letter of offer, (without being under any
obligation to do so) the merchant banker and the company shall carry out such
modifications before the letter of offer is dispatched to the [35] [security
holders]. (7) The company shall file along with the draft
letter of offer, a declaration of solvency in the prescribed form and in a
manner prescribed in sub-section (6) of section 77A of the Companies Act. 9 (1). The offer for buy back shall remain open to
the members for a period not less than fifteen days and not exceeding thirty
days. (2) The date of the opening of the offer shall not be
earlier than seven days or later than thirty days after the specified date. (3) The letter of offer shall be sent to the [36]
[security holders] so as to reach the [37][security
holders] before the opening of the offer. (4) In case the number of [38] [shares
or other specified securities] offered by the [39][security
holders] is more than the total number of [40][shares
or other specified securities] to be bought back by the company, the
acceptances per [41][security
holder] shall be equal to the acceptances tendered by the [42][security
holders] divided by the total acceptances received and multiplied by the total
number of [43][shares
or other specified securities] to be bought back. (5) The company shall
complete the verifications of the offers received within fifteen days of the
closure of the offer and the [44]
[shares or other specified securities] lodged shall be deemed to be accepted
unless a communication of rejection is made within fifteen days from the
closure of the offer. 10 (1) The company shall as and by way of security
for performance of its obligations under the regulations, on or before the
opening of the offer deposit in an escrow account such sum as specified in sub-regulation
(2). (2) The escrow amount
shall be payable in the following manner,- (i) If the consideration
payable does not exceed Rs.100 crores - 25% of the consideration payable; (ii) if the consideration payable exceeds Rs. 100
crores – 25% upto Rs. 100 crores and 10% thereafter. (3) The escrow account
referred in sub-regulation
(1) shall consist of (a)
cash deposited with a scheduled commercial bank or; (b) bank guarantee in
favour of the merchant banker; or (c) deposit of
acceptable securities with appropriate margin, with the merchant banker, or (d) a combination of (a),(b)
and (c)
above. (4) Where the escrow account
consists of deposit with a scheduled commercial bank, the company shall, while
opening the account, empower the merchant banker to instruct the bank to issue
a banker’s cheque or demand draft for the amount lying to the credit of the
escrow account, as provided in the regulations. (5) Where the escrow account consists of bank guarantee,
such bank guarantee shall be in favour of the merchant banker and shall be
valid until thirty days after the closure of the offer. (6) The company shall, in case the escrow account
consists of securities, empower the merchant banker to realise the value of
such escrow account by sale or otherwise and if there is any deficit on
realisation of the value of the securities, the merchant banker shall be liable
to make good any such deficit. (7) In case the escrow account consists of bank
guarantee or approved securities, these shall not be returned by the merchant
banker till completion of all obligations under the regulations. (8) Where the escrow account consists of bank
guarantee or deposit of approved securities, the company shall also deposit with
the bank in cash a sum of at least one-percent of the total consideration
payable, as and by way of security for fulfilment of the obligations under the
regulations by the company. (9) On payment of consideration to all the [45]
[security holders] who have accepted the offer and after completion of all
formalities of buy back, the amount, guarantee and securities in the escrow, if
any, shall be released to the company. (10) The Board in the
interest of the [46][security
holders] may in case of non-fulfilment of obligations under the regulations by
the company forfeit the escrow account either in full or in part. (11) The amount forfeited under sub-regulation
(10) may be distributed pro rata amongst the [47] [security
holders] who accepted the offer and balance, if any, shall be utilised for
investor protection. Payment to [48][security
holders] 11. (1) The company shall immediately after the date
of closure of the offer open a special account with a bankers to an issue
registered with the Board and deposit therein, such sum as would, together with
[49][ninety
percent of] the amount lying in the escrow account make-up the entire sum due
and payable as consideration for buy-back in terms of these regulations and for
this purpose, may transfer the funds from the escrow account. (2) The company shall within seven days of the time
specified in sub-regulation
(5) of regulation 9 make payment of consideration in cash to those [50]
[security holders] whose offer has been accepted or return the [51]
[shares or other specified securities] to the [52][security
holders]. 12. (1) [53][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.] (2) The [54] [shares
or other specified securities] offered for buy-back if already dematerialised
shall be extinguished and destroyed in the manner specified under Securities
and Exchange Board of India (Depositories and Participants) Regulations, 1996
and the bye-laws framed thereunder. [55][(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 certificate are extinguished and
destroyed.] (4) [56][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.] (5) The company shall maintain a record of [57]
[security certificates], which have been cancelled and destroyed as prescribed
in sub-section (9) of section 77A of the Companies Act. 13. The provisions
pertaining to buy back through tender offer as specified in this Chapter shall
be applicable mutatis mutandis to odd lot [58] [shares
or other specified securities]. CHAPTER IV 14 (1). A company intending to buy-back its [59] [shares or other specified securities] from the open market shall do so
in accordance with the provisions of this Chapter. (2) The buy-back of [60] [shares or other specified securities] from the open market may be in
any one of the following methods: (a) through stock exchange (b) Buy Back through
stock exchange 15. A company shall buy-back its [61] [shares or other specified securities] through the stock exchange as
provided hereunder; (a) The special resolution referred to in
regulation 5 [62] [or the resolution passed by the Board of Directors at its meeting as
referred to in regulation 5A] shall specify the
maximum price at which the buy-back shall be made; (b) The buy-back of the [63] [shares or other specified securities] shall not be made from the
promoters or persons in control of the company; (c) The company shall appoint a merchant banker and make a public
announcement as referred to in regulation 8; (d) The public announcement shall be made at least seven days prior to
the commencement of buy-back; (e) A copy of the public announcement shall be filed
with the Board within two days of such announcement along with the fees as
specified in schedule IV; (f) The public announcement shall also contain disclosures regarding
details of the brokers and stock exchanges through which the buy-back of [64] [shares or other specified securities] would be made; (g) [65][The buy-back shall be made only on stock exchanges having nationwide
trading terminals] (h) The buy-back of [66] [shares or other specified securities] shall be made only through the order
matching mechanism except ‘all or none’ order matching system; (i)[67][ 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.] (j) The identity of the company as a purchaser shall appear on the
electronic screen when the order is placed. Extinguishment of
certificates 16 (1). Subject to the provisions of sub-regulations (2), the provisions of regulation 12 pertaining to
extinguishment of certificates shall be applicable mutatis mutandis. (2) The company shall complete the verification of
acceptances within fifteen days of the pay-out. Buy-back through book building 17 (1) A company may buy-back its [68][shares or
other specified securities] through the book-building process as provided
hereunder: (a) The special resolution referred to in
regulation 5 [69] [or the resolution passed by the Board of Directors at its meeting as
referred to in regulation 5A] shall specify the
maximum price at which the buy-back shall be made. (b) The company shall appoint a merchant banker and make a public
announcement as referred to in regulation 8. (c) The public announcement shall be made at least seven days prior to
the commencement of buy-back. (d) Subject to the provisions of sub clause (i), (ii) and the provisions of regulation10 shall be applicable. (i) The deposit in the escrow account shall be made
before the date of the public announcement. (ii) The
amount to be deposited in the escrow account shall be determined with reference
to the maximum price as specified in public announcement.
(f) The public announcement shall also contain the
detailed methodology of the book-building process, the manner of acceptance,
the format of acceptance to be sent by the [70][security
holders] pursuant to the public announcement and the details of bidding
centres. (g) The book building process shall be made through
an electronically linked transparent facility. (h) The number of bidding centres shall not be less
than thirty and there shall be at least one electronically linked computer
terminal at all the bidding centres. (i) The offer for buy back shall remain open to
the [71] [security holders] for a period not less than fifteen days and not
exceeding thirty days. (j) The merchant banker and the company shall
determine the buy-back price based on the acceptances received. (k) The final buy-back price, which shall be the
highest price accepted shall be paid to all holders whose [72][shares or
other specified securities] have been accepted for buy-back. (2) The provisions of sub-regulation (5) of regulation 9 pertaining to verification of acceptances and the provisions of regulation 11 pertaining to opening
of special account and payment of consideration shall be applicable mutatis
mutandis. Extinguishment of Certificates 18. The provisions of regulation 12 pertaining to
extinguishment of certificates shall be applicable mutatis mutandis. 19. (1) The company shall ensure that, - (a) the letter of offer, the
public announcement of the offer or any other advertisement, circular,
brochure, publicity material [73][or
public notice referred to in clause
(a) of sub-regulation (1) of regulation 5A] shall contain true, factual and
material information and shall not contain any misleading information and must
state that the directors of the company accepts the responsibility for the
information contained in such documents; (b) the company shall not issue any [74] [shares
or other specified securities] including by way of bonus till the date of closure
of the offer made under these regulations; (c) the company shall pay the consideration only by
way of cash; (d) the company shall not withdraw the offer to
buy-back after the draft letter of offer is filed with the Board or public
announcement of the offer to buy-back is made; (e) the promoter or the person shall not deal in
the [75][shares
or other specified securities] of the company in the stock exchange during the
period the buy-back offer is open. (2) No public announcement
of buy back shall be made during the pendency of any scheme of amalgamation or
compromise or arrangement pursuant to the provisions of the Companies Act. (3) The company shall nominate a compliance officer
and investors service centre for compliance with the buy-back regulations and
to redress the grievances of the investors. (4) The particulars of the [76][securitiy
certificates] extinguished and destroyed shall be furnished by the company to
the stock exchanges where the [77] [shares
or other specified securities] of the company are listed within seven days of
extinguishment and destruction of the certificates. (5) The company shall not buy-back the locked-in [78]
[shares or other specified securities] and non-transferable [79][shares
or other specified securities] till the pendency of the lock-in or till the [80][shares
or other specified securities] become transferable. (6) [81] [****}
(7) The company shall within two days of the
completion of buy-back issue an public advertisement in a national daily, inter
alia, disclosing: (i) number of [82][shares
or other specified securities] bought; (ii) price at which the [83][shares
or other specified securities] bought; (iii) total amount invested in buy-back; (iv) details of the [84] [security
holders] from whom [85][shares
or other specified securities] exceeding one-per cent of total [86][shares
or other specified securities] bought back; and, (v) the consequent changes in the capital structure
and the shareholding pattern after and before the buy-back. (8) The company in addition
to these regulations shall comply with the provisions of buy-back as contained
in the Companies Act and other applicable laws. Obligations of the
Merchant Banker 20. The merchant banker shall ensure that - (a) the company is able to
implement the offer; (b) the provision relating to escrow account as
referred to in regulation
10 has been made; (c) firm arrangements for monies for payment to
fulfil the obligations under the offer are in place; (d) the public announcement of buy-back is made in
terms of the regulations; the letter of offer has been filed in terms of the
regulations; (e) the merchant banker shall furnish to the Board a
due diligence certificate which shall accompany the draft letter of offer; (f) the merchant banker shall ensure that the contents
of the public announcement of offer as well as the letter of offer are true,
fair and adequate and quoting the source wherever necessary; (g) the merchant banker shall ensure compliance of
section 77A and section 77B of the Companies Act, and any other laws or rules
as may be applicable in this regard; (h) upon fulfilment of all obligations by the company
under the regulations, the merchant banker shall inform the bank with whom the
escrow or special amount has been deposited to release the balance amount to
the company; (i) the merchant banker shall send a final report to
the Board in the form specified within 15 days from the date of closure of the
buy-back offer. 21. (1) The Board may, on failure of the merchant
banker to comply with the obligations or failing to observe due diligence
initiate action against the merchant banker in terms of Securities and Exchange
Board of India (Merchant Bankers) Regulations, 1992. (2) The Board may on the
failure of a registrar or a broker to comply with the provisions of these
regulations or failing to observe due diligence initiate action against the
registrar or the broker in terms of the regulations applicable to such
intermediaries. CHAPTER VI Power of the Board to
order investigation 22. (1) The Board may, suo-motu or upon information
received by it, cause an investigation to be made in respect of the conduct and
affairs of any person associated with the process of buy back, by appointing an
officer of the Board. Provided that no such investigation shall be made
except for the purposes specified in sub-regulation
(2). (2) The purposes referred
to in sub-regulation
(1) are the following, namely: - (a) to ascertain whether
there are any circumstances which would render anyperson guilty of having
contravened any of these regulations or any directions issued thereunder; (b) to investigate into any complaint of any
contravention of the regulation, received from any investor, intermediary or
any other person; (3) An order passed under
the sub-regulation
(1) shall be sufficient authority for the Investigating Officer to
undertake the investigation and on production of an authenticated copy of the
order, the person concerned shall be bound to carry out the duty imposed in regulation 23. 23. (1) It shall be the duty of every person in
respect of whom an investigation has been ordered under regulation 22,
to produce before the Investigating Officer such book, accounts and other
documents in his custody or control and furnish him with such statements and
information as the said officer may require from the purposes of the
investigation. (2) Without prejudice to the generality of the
provisions of sub-regulation
(1), such person shall - (a) Extend to the
Investigating Officer reasonable facilities for examining any books, accounts
and other documents in his custody or control (whether kept manually or in
computer or in any other form) reasonably required for the purposes of the
investigation; (b) To provide such Investigating Officer copies of
such books, accounts and records which, in opinion of the Investigating
Officer, are relevant to the investigation or, as the case may be, allow him to
take out computer printouts thereof. (c) To provide such assistance and co-operation as
may be required in connection with the investigation and to furnish information
relevant to such investigation as may be sought by such officer. (3) The Investigating
Officer shall for the purpose of investigation, have the full powers; (a) Of summoning and enforcing
the attendance of persons; (b) To examine orally and to record on oath the
statement of the persons concerned any director, partner, member or employee of
such person. Submission
of Report to the Board 24 (1). The Investigating Officer shall, on completion
of the investigation, after taking into account all relevant facts and
circumstances, submit a report to the Board. (2) On the receipt of report under sub-regulation (1),
the Board may initiate such action as may be empowered to do so in the
interests of investors and the securities market. Power of the Board to
issue directions 25 (1). The Board may in the interests of the
securities market and without prejudice to its right to initiate action
including criminal prosecution by the Board under section 24 of the Act and
give such directions as it deems fit including: (a) Directing the person
concerned not to further deal in securities in any particular manner; (b) Prohibiting the person concerned from canceling
any of the securities bought back in violation of the Companies Act; (c) Directing the person concerned to sell or divest
the [87] [shares
or other specified securities] acquired in violation of the provisions of these
Regulations or any other law or regulations; (d) Taking action against the intermediaries
registered with Board in accordance with the Regulations applicable to it; (e) Prohibiting the persons concerned, its directors,
partners, members, employee and associates of such persons, from accessing the
securities market; (f) Disgorgement of any ill-gotten gains or profit or
avoidance of loss. (g) Restraining the company from making a further
offer for buy back. (2) In case any person is
guilty of insider trading or market manipulation the person concerned shall be
dealt with in accordance with the provisions of Securities and Exchange Board
of India (Insider Trading) Regulations, 1992 and Securities and Exchange Board
of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the
Securities Market) Regulations, 1995. Power
of the Board to remove the difficulties 26. In order to remove any
difficulties in the interpretation or application of the provisions of these
Regulations, the Board shall have the power to issue directions through
guidance notes or circulars. Provided
that where any direction is issued by the Board in a specific case relating to
interpretation or application of any provision of these Regulations, it shall
be done only after affording a reasonable opportunity to the concerned parties
and after recording reasons for the direction.
SCHEDULE I The Explanatory statement to the notice for special
resolution for buy back shall, inter-alia, contain the following: i. the date of the Board meeting at which the
proposal for buy back was approved by the Board of Directors of the company; ii. the necessity for the buy back; iii.[89] [the
company any specify in the explanatory statement to the notice that the
shareholders at the general meeting may authorise the Board of Directors of the
company to adopt one of the methods referred in sub-regulation (1) of
regulation 4 at the appropriate time] iv. the maximum amount required under the buy back
and the sources of funds from which the buy back would be financed. v. the basis of arriving at the buy-back price. vi. the number of securities that the company
proposes to buy back. vii. (a) the
aggregate shareholding of the promoter and of the directors of the promoters,
where the promoter is a company and of persons who are in control of the
company as on the date of the notice convening the General Meeting [90][or
the Meeting of the Board of Directors]. (b)
aggregate number of [91][shares
or other specified securities ] purchased or sold by persons including persons
mentioned in (a)
above during a period of six months preceding the date of the Board Meeting at
which the buy back was approved from date till the date of notice convening the
general meeting. (c) the maximum and minimum price at which purchases
and sales referred to in (b)
above were made along with the relevant dates. viii. intention of the
promoters and persons in control of the company to tender [92][shares
or other specified securities] for buy-back indicating the number of [93][shares
or other specified securities], details of acquisition with dates and price. ix. a confirmation that there are no defaults
subsisting in repayment of deposits, redemption of debentures or preference
shares or repayment of term loans to any financial institutions or banks. x. a confirmation that the
Board of Directors has made a full enquiry into the affairs and prospects of
the company and that they have formed the opinion- (a) that immediately
following the date on which the General Meeting [94][or the
meeting of the Board of Directors] is convened there will be no grounds on
which the company could be found unable to pay its debts; (b) as regards its prospects for the year immediately
following that date that, having regard to their intentions with respect to the
management of the company’s business during that year and to the amount and
character of the financial resources which will in their view be available to
the company during that year, the company will be able to meet its liabilities
as and when they fall due and will not be rendered insolvent within a period of
one year from that date; and (c) in forming their opinion for the above purposes,
the directors shall take into account the liabilities as if the company were
being wound up under the provisions of the Companies Act, 1956 (including
prospective and contingent liabilities). xi. a report addressed to
the Board of Directors by the company’s auditors stating that- (i) they have inquired into
the company’s state of affairs; (ii) the amount of the permissible capital payment
for the securities in question is in their view properly determined; and, (iii) the Board of Directors have formed the opinion
as specified in clause (x)
on reasonable grounds and that the company will not, having regard to its state
of affairs, will not be rendered insolvent within a period of one-year from
that date. SCHEDULE II The public announcement shall, inter-alia, contain
the following: 1. Details of the offer including the total number
and percentage of the total paid up capital and free reserves proposed to be
bought back and price. 2. The proposed time table from opening of the offer
till the extinguishment of the certificates. 3. The Specified date. 4. Authority for the offer of buy back. 5. A full and complete disclosure of all material
facts including the contents of the explanatory statement annexed to the notice
for the general meeting at which the special resolution approving the buy back
was passed [95] [or
the contents of public notice issued after the passing of the resolution by the
Board of Directors authorising the buy-back]. 6. The necessity for the buy back 7. The process and methodology to be adopted for the
buy back 8. The maximum amount to be invested under the buy
back 9. The minimum and the maximum number of securities
that the company proposes to buy back sources of funds from which the buy back
would be made and the cost of financing the buy back. 10. Brief information about the company. 11.Audited Financial information for the last 3 years
and the lead manager shall ensure that the particulars (audited statement and
un-audited statement) contained therein shall not be more than more than 6 months
old from the date of the public announcement together with financial ratios as
may be specified by the Board. 12.Details of escrow account opened and the amount
deposited therein. 13. Listing details and stock market data; (a)
High, Low and average market prices of the securities of the company proposed
to be bought back, during the preceding three years; (b) monthly high and
low prices for the six months preceding the date of the public announcement; (c) the number of securities traded on the days when
the high and low prices were recorded on the relevant stock exchanges during
the period stated at (a)
and (b)
above; (d) the stock market data referred to above shall be
shown separately for periods marked by a change in capital structure, with such
period commencing from the date the concerned stock exchange recognises the
change in the capital structure.(e.g. when the securities have become ex-rights
or ex-bonus) ; (e) the market price immediately after the date of
the resolution of the Board of directors approving the buy back; and (f) the volume of securities traded in each month
during the six months preceding the date of the public announcement. Along with
high, low and average prices of securities of the company, details relating to
volume of business transacted should also be stated for respective periods. 15. Present capital
structure (including the number of fully paid and partly paid securities) and
shareholding pattern. 16. The capital structure including details of
outstanding convertible instruments, if any post buy back. 17. The aggregate
shareholding of the promoter group and of the directors of the promoters, where
the promoter is a company and of persons who are in control of the company. 18. The aggregate number of [96][shares
or other specified securities] purchased or sold by persons mentioned in clause 17
above during a period of twelve months preceding the date of the public
announcement; the maximum and minimum price at which purchases and sales
referred to above were made along with the relevant dates. 19. Management discussion and analysis on the likely
impact of buy back on the company’s earnings, public holdings, holdings of
NRIs/FIIs etc., promoters holdings and any change in management structure. 20. The details of statutory approvals obtained. 21. Collection and bidding centres. 22. Name of Compliance officer and details of
investors service centres. 23. Such other disclosures as may be specified by the
Board from time to time by way of guidelines. 24. [97][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.] SCHEDULE III The letter of offer shall, inter-alia, contain the
following; 1. Disclaimer Clause as may be prescribed by the
Board. 2. Details of the offer including the total number
and percentage of the total paid up capital and free reserves proposed to be
bought back and price. 3. The proposed time table from opening of the offer
till the extinguishment of the certificates. 4. The Specified date. 5. Authority for the offer of buy back. 6. A full and complete disclosure of all material
facts including the contents of the explanatory statement annexed to the notice
for the general meeting at which the special resolution approving the buy back
was passed [98] [or
the contents of public notice issued after the passing of the resolution by the
Board of Directors authorising the buy-back]. 7. The necessity for the buy back 8. The process to be adopted for the buy back 9. The maximum amount to be invested under the buy
back 10. The minimum and the maximum number of securities
that the company proposes to buy back sources of funds from which the buy back
would be made and the cost of financing the buy back. 11. Brief information about the company. 12. Audited Financial information for the last 3
years and the lead manager shall ensure that the particulars (audited statement
and un-audited statement) contained therein shall not be more than more than 6
months old from the date of the offer document together with financial ratios
as may be specified by the Board. 13. Details of escrow account opened and the amount
deposited therein. 14. Listing details and stock market data; (a) High, Low and average market prices of the securities of the company
proposed to be bought back, during the preceding three years; (b) monthly high
and low prices for the six months preceding the date of filing the draft letter
of offer with the Board which shall be updated till the date of the letter of
offer. (c) the number of securities traded on the days when
the high and low prices were recorded on the relevant stock exchanges during
the period stated at (a)
and (b)
above; (d) the stock market data referred to above shall be
shown separately for periods marked by a change in capital structure, with such
period commencing from the date the concerned stock exchange recognises the
change in the capital structure. (e.g. when the securities have become
ex-rights or ex-bonus) ; (e) the market price immediately after the date on
which the resolution of the Board of directors approving the buy back; and (f) the volume of securities traded in each month
during the six months preceding the date of the offer document . Along with
high, low and average prices of securities of the company, details relating to volume
of business transacted should also be stated for respective periods. 15. Present capital
structure (including the number of fully paid and partly paid securities) and
shareholding pattern. 16. The capital structure including details of
outstanding convertible instruments, if any post buy back. 17.The aggregate
shareholding of the promoter group and of the directors of the promoters, where
the promoter is a company and of persons who are in control of the company. 18. The aggregate number of [99][shares
or other specified securities ] purchased or sold by persons mentioned in clause
17 above during a period of twelve months preceding the date of the public
announcement and from the date of public announcement to the date of the letter
of offer; the maximum and minimum price at which purchases and sales referred
to above were made along with the relevant dates. 19. Management discussion and analysis on the likely
impact of buy back on the company’s earnings, public holdings, holdings of
NRIs/FIIs etc., promoters holdings and any change in management structure. 20. The details of statutory approvals obtained. 21. Collection and bidding centres. 22. Name of Compliance officer and details of
investors service centres. 23. (1) A declaration to be signed by at least two [100][
directors of the company one of whom shall be a managing director where there
is one] that there are no defaults subsisting in repayment of deposits, redemption
of debentures or preference shares or repayment of a term loans to any
financial institutions or banks. (2) A declaration to be signed by at least two [101][directors
of the company one of whom shall be a managing director where there is one]
stating that the Board of Directors has made a full enquiry into the affairs
and prospects of the company and that they have formed the opinion - (a)
as regards its prospects for the year immediately following the date of the
letter of offer that, having regard to their intentions with respect to the
management of the company’s business during that year and to the amount and
character of the financial resources which will in their view be available to
the company during that year, the company will be able to meet its liabilities
and will not be rendered insolvent within a period of one year from that date ;
(b) in forming their opinion
for the above purposes, the directors shall take into account the liabilities
as if the company were being wound up under the provisions of the Companies
Act, 1956 (including prospective and contingent liabilities). 24. The declaration must in
addition have annexed to it a report addressed to the directors by the
company’s auditors stating that - (i) they have inquired into
the company’s state of affairs; and (ii) the amount of permissible capital payment for
the securities in question is in their view properly determined; and they are
not aware of anything to indicate that the opinion expressed by the directors
in the declaration as to any of the matters mentioned in the declaration is
unreasonable in all the circumstances. 25. Such other disclosures
as may be specified by the Board from time to time by way of guidelines. 26. [102][The
offer document 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.] SCHEDULE IV [103] [104][105](1) Every merchant banker shall while submitting the offer document or a copy of the public announcement to the Board, pay fees as set out below:-
(2) Fees
referred to in clause (1)
above shall be paid in the following manner: (a) The fees shall be paid
along with the draft of the offer document or public announcement submitted to
the Board; (b) The fees shall be payable by a draft in favour of
Securities & Exchange Board of India at Mumbai. [1] Substituted for "the Companies
(Amendment) Ordinance, 1998 (19 of 1998)" by the SEBI (Buy-back of
Securities) (Amendment) Regulations, 1999 published in the Official Gazette of
India dated 21.09.1999 [2] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of India dated 21.09.1999 [3]Substituted for "specified securities" by
the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [4] Substituted for "the
Companies (Amendment) Ordinance, 1998 (19 of 1998)" by the SEBI (Buy-back
of Securities) (Amendment) Regulations, 1999 published in the Official Gazette
of [5] Substituted for "the
Companies (Amendment) Ordinance, 1998 (19 of 1998)" by the SEBI (Buy-back
of Securities) (Amendment) Regulations, 1999 published in the Official Gazette
of [6]Substituted for "specified securities" by
the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [7]Substituted for "specified securities" by
the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [8] Substituted by
the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of “3. These regulations shall be applicable to buy-back of equity shares
of a company listed on a stock exchange” [9] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [10] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [11] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [12] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [13] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [14] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [15] Regulation 5A inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [16] Substituted for "securities" by the
SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in the
Official Gazette of [17] Substituted for "securities" by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 2004 published in the
Official Gazette of India dated 18.06.2004 [18] Substituted for "securities" by the
SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in the
Official Gazette of India dated 18.06.2004 [19] Substituted for "securities" by the
SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in the
Official Gazette of India dated 18.06.2004 [20] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [21] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [22] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [23] . Substituted for "or
the public notice under sub-regulation 5A"inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [24]Substituted for "or
sub-regulations 5A" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [25] "maximum" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [26] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [27] . "and
whether the Board of Directors of the company are being authorised at the
general meeting to determine subsequently the specific price at which the
buy-back may be made at the appropriate time" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of India dated 21.09.1999 [28] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [29] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [30] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [31] "or a resolution passed by the Board of
Directors at its meeting"inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 2001 published in the
Official Gazette of [32] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [33] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [34] Substituted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 2004 published in the Official Gazette of “(3) The specified
date shall not be earlier than thirty days and not later than forty-two days
from the date of the public announcement” [35] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [36] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [37] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [38] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [39] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [40] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [41] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [42] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [43] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [44] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [45] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [46] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [47] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [48] Inserted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 1999 published in the Official Gazette of India dated
21.09.1999 [49] Inserted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 2004 published in the Official Gazette of [50] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [51] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [52] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [53] Substituted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 2004 published in the Official Gazette of India dated 18.06.2004
for existing sub-regulation (1) which read as follows: “The company shall extinguish
and physically destroy the security certificates so bought back in the
presence of a Registrar or the Merchant Banker, and the Statutory Auditor
within seven days from the date of acceptance of the specified securities”
[54] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [55] Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004
published in the Official Gazette of “(3) The company shall furnish a
certificate to the Board duly verified by (a) the
registrar and whenever there is no registrar through the merchant banker; (b) two whole-time Directors
including the Managing Director and, (c) the statutory
auditor of the company, and certifying compliance as specified in sub-regulation (1),
within seven days of extinguishment and destruction of the certificates.” [56] Substituted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 2004 published in the Official Gazette of India dated
18.06.2004 for existing sub-regulation (4) which read as follows: “The particulars of the security
certificates extinguished and destroyed under sub-regulation (1)
shall be furnished to the stock exchanges where the shares of the company are
listed within seven days of extinguishment and destruction of the certificates [57] Substituted for
"share certificates" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [58] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [59] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [60] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [61] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [62] "or the resolution passed by the Board of Directors
at its Meeting as referred to in regulation 5A" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [63] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [64] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [65] Substituted ” by the SEBI (Buy-back of
Securities) (Amendment) Regulations, 2004 published in the Official Gazette of “(g) The buy-back shall be made only on stock exchanges
with electronic trading facility” [66] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [67] Substituted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 2004 published in the Official Gazette of India dated
18.06.2004 for existing clause (i) which
read as follows: “(i) The company and the merchant banker shall give the
information to the stock exchange on a daily basis regarding the specified
securities purchased for buy-back and the same shall be published in a national
daily” [68] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [69] "or a resolution passed by the Board of
Directors at its meeting"inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [70] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment) Regulations,
1999 published in the Official Gazette of [71] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [72] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [73] "or public notice referred
to in clause
(a) of sub-regulation (1) of regulation 5A" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [74] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [75] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [76] Substituted for
"share certificates" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [77] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [78] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [79] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [80] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [81] Following sub-regulation (6) of
regulation 19 omitted
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999 published in
the Official Gazette of Where the shares have been bought back otherwise than out of the
proceeds of an earlier issue other than a fresh issue of shares made
specifically for the purpose of buy back then a sum equal to the nominal value
of shares bought back out of free reserves shall be transferred to reserved
account to be called the capital buy back reserve account. Provided that the capital buy back reserve account may be applied by the
company in paying up un-issued shares of the company to be issued to members of
the company as fully paid bonus shares. [82] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [83] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [84] Substituted for
"shareholders" by the SEBI (Buy-back of Securities) (Amendment)
Regulations, 1999 published in the Official Gazette of [85] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [86] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [87] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [88] "and regulation 5A" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 2001 published in the
Official Gazette of [89] Substituted for
"the method to be adopted for the buy back" by the SEBI (Buy-back of
Securities) (Amendment) Regulations, 1999 published in the Official Gazette of [90] "or the Meeting of the
Board of Directors" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [91] Substituted for "equity shares" by the
SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in the
Official Gazette of [92] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [93] Substituted for "specified securities"
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [94] "or the Meeting of the Board of
Directors" inserted
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999 published in
the Official Gazette of [95] . "or the contents of
public notice issued after the passing of the resolution by the Board of
Directors authorising the buy-back" inserted by the SEBI
(Buy-back of Securities) (Amendment) Regulations, 1999 published in the
Official Gazette of [96]
Substituted for "equity shares "
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [97] Substituted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 2004 published in the Official Gazette of “24. The Public
announcement should be dated and signed by the Board of Directors of the
company” [98] "or the contents of public notice issued
after the passing of the resolution by the Board of Directors authorising the
buy-back" inserted
by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999 published in
the Official Gazette of [99] Substituted for "equity shares " by the
SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in the
Official Gazette of [100] Substituted for “whole time directors” by
the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [101] Substituted for
“whole time directors, one of whom shall be the managing director” by
the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 published in
the Official Gazette of [102] Substituted by the SEBI (Buy-back of Securities)
(Amendment) Regulations, 2004 published in the Official Gazette of “26. The offer document should be dated and signed by the
Board of Directors of the company.’ [103]
Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations,
2006 published in the Official Gazette of Every merchant banker shall, while submitting the offer document or a copy of the public announcement to the Board, pay fees as set out below: - Size of the buy back
offer fee
(Rs.) upto 5 crores 25, 000 [104]
Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2007
published in the Official Gazette of India dated 28.05.2007 for clause which
was substituted by the SEBI (Buy-back of
Securities) (Amendment) Regulations, 2006 published in the Official Gazette of (1) Every merchant banker shall while submitting the offer document or a copy of the public announcement to the Board, pay fees as set out below:-
[105] Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2008 published in the Official Gazette of India dated 31/03/2008 for clause which was substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2006 published in the Official Gazette of India dated 28.05.2007 which read as follows:
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