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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBIExtract ..... ed to them under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;” b. sub-clause (j) shall be omitted; c. after sub-clause (l) and before sub-clause (m), the following sub-clause (la) shall be inserted, namely:- “(la)’secretarial auditor’ means an auditor as defined in the Secretarial Standards - I issued by the Institute of Company Secretaries of India;”. II. In regulation 4, - a. in clause (i), i. the words and symbol “, based on both standalone and consolidated financial statements of the company”, shall be substituted by the words and symbol “, based on the standalone or consolidated financial statements of the company, whichever sets out a lower amount”; ii. the Explanation shall be substituted by the following, namely:- “Explanation: In respect of the number of equity shares bought back in any financial year, the maximum limit shall be twenty-five per cent and be construed with respect to the total paid-up equity share capital of the company in that financial year.” b. in clause (ii), - i. in sub-clause (a) and sub-clause (b), the words “both ..... x x x x x Extracts x x x x x Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI x x x x x Extracts x x x x x ..... ggregate size of the buy-back.” d. after clause (viii), the following clause (ix), shall be inserted, namely:- “(ix) For the purpose of these regulations, all the filings to the Board shall be made only in electronic mode after being digitally signed by the company secretary or the person authorized by the board of the company.” IV. In regulation 7, - a. clause (ii) shall be substituted by the following, namely: - “(ii) The company shall, simultaneously with the public announcement made in terms of clause (i), along with the fees specified in Schedule V, file a copy of the public announcement in electronic mode, with the Board and the stock exchanges on which its shares or other specified securities are listed.” b. after the substituted clause (ii), the following clauses (iii) and (iv) shall be inserted, namely:- “(iii) The stock exchanges shall forthwith disseminate the public announcement to the public. (iv) A copy of the public announcement shall be placed on the respective websites of the stock exchange(s), merchant banker and the company.” V. In regulation 8,- a. in the heading, the word “draft” shall be omitted; b. in clau ..... x x x x x Extracts x x x x x Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI x x x x x Extracts x x x x x ..... rd “five”; e. in clause (xi), - i. in sub-clause (a), - (a) after the words and symbol “company shall,” and before the words “as and by way of,” the words and symbol “within two working days of the public announcement,” shall be inserted; (b) the words and symbol “on or before the opening of the offer,” shall be omitted; ii. in sub-clause (c),- (a) after the word “shall” and before the word “consist”, the words and symbols “, subject to appropriate margin as specified by the Board,” shall be inserted; (b) in point (i), the words “cash deposited with a scheduled commercial bank” shall be substituted with the words “cash including bank deposits deposited with any scheduled commercial bank”; (c) in point (ii), the words “in favour of the merchant banker” shall be substituted by the words “issued in favour of the merchant banker by any scheduled commercial bank”; (d) in point (iii), the words and symbol “acceptable securities with appropriate margin, with the merchant banker” shall be substituted by the words “frequently trade ..... x x x x x Extracts x x x x x Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI x x x x x Extracts x x x x x ..... y the words “secretarial auditor”; ii. the words and symbol “This certificate shall be furnished to the Board within seven days of extinguishment and destruction of the certificates.”, appearing after sub-clause (c), shall be substituted with the following Explanation namely:- “Explanation: This certificate shall be furnished to the Board within seven working days of the extinguishment and destruction of the certificates.” IX. Regulation 12 shall be omitted. X. in regulation 15,- a. the existing text shall be numbered as clause (i); b. in clause (i), the words “fifty per cent”, shall be substituted by the words “seventy-five per cent”; c. after clause (i), the following clause (ii) shall be inserted, namely:- “(ii) The company shall ensure that at a minimum of forty per cent of the amount earmarked for the buy-back, as specified in the resolution of the Board of Directors or the special resolution, as the case may be, is utilized within the initial half of the specified duration.” XI. in regulation 16,- a. after clause (i), the following Explanation shall be inserted, namely:- “Explanation: For the purpos ..... x x x x x Extracts x x x x x Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI x x x x x Extracts x x x x x ..... nd symbols “, subject to appropriate margin as specified by the Board,” shall be inserted; ii. After sub-clause (b), the following sub-clauses (c), (d), (e) and (f) shall be inserted, namely:- “(c) deposit of frequently traded and freely transferable equity shares or other freely transferable securities with appropriate margin with the merchant banker; or (d) government securities; or (e) units of mutual funds invested in gilt funds and overnight schemes; or (f) a combination of the above.” c. In clause (iv), in sub-clause (a), the words “thirty days” shall be substituted by the words “thirty working days”; d. In clause (v), the words “of a bank guarantee” shall be substituted by the words “other than cash”. XIV. in regulation 21,- a. in clause (ii), the words “fifteen days”, shall be substituted by the words “fifteen working days”; b. in clause (iii), the words “Statutory Auditor” shall be substituted by the words “secretarial auditor”; c. in the proviso to clause (iii), the words “seven days” shall be substituted by the words “seven working day ..... x x x x x Extracts x x x x x Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI x x x x x Extracts x x x x x ..... other specified securities: 22C (i) The payment of consideration to holders of shares or other specified securities shall be completed within a period of five working days from the date of closure of the buy-back offer. Retail and Promoter participation 22D (i) Retail investors shall have the option to bid at the buy-back price. Explanation: For the purpose of this Chapter, ‘retail investors’ means securities holders who hold shares or other specified securities of the company up to two lakh rupees in value calculated on the basis of the closing price as on the identified date as specified in Schedule- VI. (ii) Promoters along with their associates shall not be permitted to participate in buy-back through book building. Methodology of acceptance of bids: 22E. (i) The buy-back offer shall be kept open for a minimum of two trading days. (ii) Securities holders can submit bids for any number of shares or other specified securities of the company, not exceeding the total number of securities in the relevant category, at a price within the price range. (iii) In the event that, the bids are more than the buy-back size: a. The price at which hundred per cent of the buy-back si ..... x x x x x Extracts x x x x x Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI x x x x x Extracts x x x x x
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