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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI

Extract

..... 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 .....

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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI

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..... 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 .....

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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI

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..... 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 .....

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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI

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..... 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 .....

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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI

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..... 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 .....

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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI

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..... 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 .....

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Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/120 - SEBI

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  1. Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  2. Securities and Exchange Board of India Act, 1992
  3. Companies Act, 2013
  4. Section 68 - Power of company to purchase its own securities - Companies Act, 2013
  5. Section 30 - Power to make regulations - Securities and Exchange Board of India Act, 1992
  6. Section 11 - Functions of Board - Securities and Exchange Board of India Act, 1992
  7. SCHEDULE - VI - METHODLOGY TO BE ADOPTED PRIOR TO THE OPENING OF AN OFFER - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  8. SCHEDULE - V - FEES - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  9. SCHEDULE - III - Disclosures in the Letter of Offer for buy-back through tender offer. - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  10. SCHEDULE - II - Disclosures in the Public Announcement for buy-back through tender offer and from the open market through book building process - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  11. SCHEDULE - I - Contents of the Explanatory Statement - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  12. Regulation 9 - Offer procedure - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  13. Regulation 8 - Disclosures, filing requirements and timelines for draft letter of offer - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  14. Regulation 7 - Disclosures, filing requirements and timelines for public announcement - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  15. Regulation 5 - General compliance and filing requirements for buy-back - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  16. Regulation 4 - Conditions and requirements for buy-back of shares and specified securities - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  17. Regulation 25 - Obligations of the merchant banker - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  18. Regulation 24 - Obligations of the company for all buy-back procedure - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  19. Regulation 22E - Methodology of acceptance of bids - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  20. Regulation 22D - Retail and Promoter participation - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  21. Regulation 22C - Payment to holders of shares or other specified securities - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  22. Regulation 22B - Offer procedure - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  23. Regulation 22A - Disclosures, filing requirements and timelines for public announcement: - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  24. Regulation 22 - Buy-back through book building - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  25. Regulation 21 - Extinguishment of certificates for open market buy-back through stock exchange - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  26. Regulation 20 - Escrow account for open market buy-back through stock exchange - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  27. Regulation 2 - Definitions - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  28. Regulation 17 - Opening of the offer on stock exchange - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  29. Regulation 16 - Buy-back through stock exchange - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  30. Regulation 15 - Amount earmarked for buy-back - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  31. Regulation 12 - Odd-lot buy-back - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  32. Regulation 11 - Extinguishment of certificate and other closure compliances - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
  33. Regulation 10 - Closure and payment to securities holders - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018