Regulation 24 - Obligations of the company for all buy-back procedure - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

CHAPTER V GENERAL OBLIGATIONS Obligations of the company for all buy-back procedure: 24. (i) The company shall ensure that,- a) the letter of offer, the public announcement of the offer or any other advertisement, circular, brochure, publicity material shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such documents; b) the company shall not issue any shares or other specified securities including by way of bonus till the date of expiry of buyback period for the offer made under these regulations 3 [ , except in discharge of subsisting obligations through conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares ] 4 [ : ] 5 [ Provided that the relevant details and the potential impact of such subsisting obligations, if any, shall be disclosed in the public announcement. ] 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(s) or his/their associates shall not deal in the shares or other specified securities of the company in the stock exchange or off-market, including inter- se transfer of shares among the promoters during the period from the date of passing the resolution of the board of directors or the special resolution, as the case may be, till the closing of the offer. f) the company shall not raise further capital for a period of one year from the expiry of buyback period, except in discharge of its subsisting obligations. (ii) 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. (iii) 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. (iv) The particulars of the security certificates extinguished and destroyed shall be furnished by the company to the stock exchanges where the shares or other specified securities of the company are listed within 1 [ seven working days ] of extinguishment and destruction of the certificates. (v) The company shall not buy-back the locked-in shares or other specified securities and non-transferable shares or other specified securities till the pendency of the lock-in or till the shares or other specified securities become transferable. (vi) The company shall within 2 [ two working days ] of expiry of buy-back period issue a public advertisement in a national daily, inter alia, disclosing: a) number of shares or other specified securities bought; b) price at which the shares or other specified securities bought; c) total amount invested in the buy-back; d) details of the securities holders from whom shares or other specified securities exceeding one per cent of total shares or other specified securities were bought back; and e) the consequent changes in the capital structure and the shareholding pattern after and before the buy-back. (vii) 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. *************** NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as:- seven days 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as:- two days 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/210 dated 20-11-2024 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/210 dated 20-11-2024 before it was read as, ; 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/210 dated 20-11-2024