Regulation 8 - Filing of offer document, etc. - Securities and Exchange Board of India (Buy Back Of Securities) Regulations, 1998

Filing of offer document, etc. 8. 1 [(1) The company which has been authorised by a special resolution or a resolution passed by the Board of Directors at its meeting shall make a public announcement within two working days from the date of resolution 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, Part A.] 2 [(1A) A copy of the public announcement along with the soft copy, shall also be submitted to the Board simultaneously through a merchant banker.] (2) 3 [***] (3) 4 [***] (4) The company shall within 5 [five working days] of the public announcement file with the Board a draft-letter of offer 6 [, along with soft copy,] 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. 7 [(6)The Board may give its comments on the draft letter of offer not later than seven working days of the receipt of the draft letter of offer: Provided that in the event the Board has sought clarifications or additional information from the merchant banker to the buyback offer, the period of issuance of comments shall be extended to the seventh working day from the date of receipt of satisfactory reply to the clarification or additional information sought: Provided further that in the event the Board specifies any changes, the merchant banker to the buyback offer and the company shall carryout such changes in the letter of offer before it is dispatched to the shareholders.] (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. ******** 1 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. for the following: (1) The company which has been authorised by a special resolution or a resolution passed by the Board of Directors at its meeting] shall before buy back of 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. In the substituted sub-regulation (1) above, the words or a resolution passed by the Board of Directors at its meeting inserted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2001 w.e.f. 28.11.2001. the words shares and other specified securities were substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 2 Inserted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. 3 The words, symbols and numbers (2) The public announcement shall specify a date, which shall be the specified date for the purpose of determining the names of the 35[security-holders] to whom the letter of offer shall be sent. omitted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. In the substituted sub-regulation (2) above, the words security holders were substituted by the SEBI (Buyback of Securities) (Amendment) Regulations, 1999 w.e.f. 21-09-1999 for the words shareholders , 4 The words, symbols and numbers (3) The specified date shall not be later than thirty days from the date of the public announcement. omitted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. 5 Substituted for the words seven working days by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. 6 Inserted by the by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. 7 Sub-regulation (6) substituted by by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012.for the following: (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 security-holders. In the substituted sub-regulation (6) above, the words security holders were substituted by the SEBI (Buyback of Securities) (Amendment) Regulations, 1999 w.e.f. 21-09-1999 for the words shareholders .