| Buy_Back_Of_Securities_Apr17_2020 |
| 3 These regulations shall be applicable to buy-back of shares or other specified securities of a company in accordance with the applicable provisions of the Companies Act. include equity shares having superior voting rights.] |
| 4 (i) The maximum limit of any buy-back shall be twenty-five per cent or less ofthe aggregate of paid-up capital and free reserves of the company, based on both standalone and consolidated financial statements of the company:year, the reference to twenty-five per cent in this regulation shall beconstrued with respect to its total paid-up equity capital in that financial year;3[(ii) The ratio of the aggregate of secured and unsecured debts owed by thecompany to the paid-up capital and free reserves after buy-back shall,-a) be less than or equal to 2:1, based on both standalone andconsolidated financial statements of the company:Provided that if a higher ratio of the debt to capital and freereserves for the company has been notified under the CompaniesAct, 2013, the same shall prevail; orb) be less than or equal to 2:1, based on both standalone andconsolidated financial statements of the company, after excludingfinancial statements of all subsidiaries that are non-bankingfinancial companies and housing finance companies regulated byReserve Bank of India or National Housing Bank, as the case maybe read with corrigendum thereto dated 27.09.2019.Prior to its substitution, sub-regulation (ii) read as follows,-"(ii) The ratio of the aggregate of secured and unsecured debts owed by the company after buy-back shall not be more than twice the paid-up capital and free reserves.Provided that if a higher ratio of the debt to capital and free reserves for the company hasbeen notified under the Companies Act, 2013 , the same shall prevail."Provided that buy-back of securities shall be permitted only if allsuch excluded subsidiaries have their ratio of aggregate ofsecured and unsecured debts to the paid-up capital and freereserves of not more than 6:1 on standalone basis.](iii) All shares or other specified securities for buy-back shall be fully paid-up.(iv) A company may buy-back its shares or other specified securities by anyone of the following methods:a)from the existing share holders or other specified securities holders on a proportionate basis through the tender offer;b)from the open market through- i)ii)book-building process,stock exchange;c)from odd-lot holders:4[ Provided that the buyback from open market shall be less thanfifteen per cent of the paid up capital and free reserves of thecompany, based on both standalone and consolidated financialstatements of the company.](v) A company shall not buy-back its shares or other specified securities soas to delist its shares or other specified securities from the stockexchange.(vi) A company shall not buy-back its shares or other specified securities fromany person through negotiated deals, whether on or off the stock. Prior to its substitution, the proviso read asfollows,-"Provided that no offer of buy-back for fifteen per cent or more of the paid up capital andfree reserves of the company shall be made from the open market."exchange orthrough spottransactions orthrough any privatearrangement.(vii) A company shall not make any offer of buy-back within a period of oneyear reckoned from the date of expiry of buyback period of the precedingoffer of buy-back , if any.(viii) A company shall not allow buy-back of its shares unless the consequentreduction of its share capital is effected.(ix) A company may undertake a buy-back of its own shares or other specified securities out of- (a)its free reserves; (b)the securities premium account; or(c)the proceeds of the issue of any shares or other specified securities :Provided that no such buy-back shall be made out of the proceedsof an earlier issue of the same kind of shares or same kind of otherspecified securities .(x) No company shall directly or indirectly purchase its own shares or otherspecified securities :(a) through any subsidiary company including its own subsidiarycompanies; (b)through anyinvestment company or group ofinvestmentcompanies; or(c) if a default is made by the company in the repayment of deposits accepted either before or afterthe commencement of the Companies Act,interest paymen there on, redemption ofdebentures or preference shares or payment of dividend to anyshareholder, or repayment of any term loan or interest payablethereon to any financial institution or banking company: Provided that the buy-back is not prohibited, if the default is remedied and a period of three years has lapsed after such default |
| 5 (i) The company shall not authorise any buy-back (whether by way of tenderoffer or from open market or odd lot) unless:a)The buy-back is authorised by the company 's articles;b)A special resolution has been passed at a general meeting ofthe company authorising the buy-back:Provided that nothing contained in this clause shall applyto a case where the buy-back is, ten per cent or less of the totalpaid -up equity capital and free reserves of the company 5[, basedon both standalone and consolidated financial statements of the company ]; and such buy-back has been authorised by the boardof directors by means of a resolution passed at its meeting.(ii)Every buy-back shall be completed within a period of one year from thedate of passing of the special resolution at general meeting, or theresolution passed by the board of directors of the company , as thecase may be.(iii)The company shall, after expiry of the buy-back period, file with theRegistrar of Companies and the Board, a return containing suchparticulars relating to the buy-back within thirty days of such expiry, inthe format as specified in the Companies (Share Capital andDebentures) Rules, 2014.(iv) Where a special resolution is required for authorizing a buy-back, theexplanatory statement to be annexed with the notice for the general meeting pursuant to section 102 of the Companies Act shall containmandatory disclosures mentionedtherein andthefollowingdisclosures:Disclosures under sub-section 3 of section 68 of the Companiesa)Act- i)ii)iii)iv)v)a full and complete disclosure of all material facts;the necessity for the buy-back;the class of shares or securities intended to be purchasedunder the buy-back;the amount to be invested under the buy-back; andthe time-limit for completion of buy-back.b)Additional disclosures under these regulations as provided inSchedule I,c)Provided that where the buy-back is through tender offer fromexisting securities holders , the explanatory statement shallcontain the following additional disclosures:i)the maximum price at which the buy-back of shares orother specified securities shall be made and whether theboard of directors of the company is being authorised atthe general meeting to determine subsequently thespecific price at which the buy-back may be made at theappropriate time;if the promoter intends to offer his shares or other specifiedii)securities, the quantum of shares or other specifiedsecurities proposed to be tendered and the details of theirtransactions and their holdings for the last six months priorto the passing of the special resolution for buy-backincluding information of number of shares or other specifiedsecurities acquired, the price and the date of acquisition.(v)A copy of the resolution passed at the general meeting under sub-section (2) of section 68 of the Companies Act shall be filed with theBoard and the stock exchanges where the shares or other specifiedsecurities of the company are listed, within seven days from the date ofpassing of the resolution.(vi) Where the buy-back is from open market either through the stockexchange or through book building, the resolution of board of directorsshall specify the maximum price at which the buy-back shall be made:Provided that where there is a requirement for the SpecialResolution as specified in clause (b) of sub-regulation 1 of regulation 5of these Regulations, the special resolution shall also specify themaximum price at which the buy-back shall be made.(vii) A company , authorized by a resolution passed by the board of directorsat its meeting to buy-back its shares or other specified securities underthe proviso to clause (b) of sub-section (2) of section 68 of theCompanies Act, shall file a copy of the resolution, with the Board andthe stock exchanges, where the shares or other specified securities ofthe company are listed, within two working days of the date of thepassing of the resolution.(viii) No insider shall deal in shares or other specified securities of the |
| 6 A company may buy-back its shares or other specified securities from its existing securities holders on a proportionate basis in accordance with the provisions of this Chapter: Provided that fifteen per cent of the number of securities which the company proposes to buy-back or number of securities entitled as per their shareholding, whichever is higher, shall be reserved for small shareholders. |
| 7 (i) The company which has been authorised by a special resolution or aresolution passed by the board of directors, as the case may be, shallmake a public announcement within two working days from the date ofdeclaration of results of the postal ballot for special resolution/board ofdirectors resolution in at least one English National Daily, one HindiNational Daily and one Regional language daily, all with wide circulation atthe place where the Registered Office of the company is situated and thesaid public announcement shall contain all the material information asspecified in Schedule II.(ii)A copy of the public announcement along with the soft copy, shall alsobe submitted to the Board, simultaneously, through a merchant banker. |
| 8 (i) The company shall within five working days of the public announcementfile the following with the Board :a)a draft letter of offer, along with a soft copy, containingdisclosures as specified in Schedule III through a merchant banker who is not associated with the company.b)a declaration of solvency in specified form and in a mannerprovided in sub-section (6) of section 68 of the Companies Act.c)fees specified in Schedule V.(ii) The Board may provide its comments on the draft letter of offer notlater than seven working days of the receipt of the draft letter of offer:Provided that in the event the Board has sought clarifications oradditional information from the merchant banker to the buy-back offer, theperiod of issuance of comments shall be extended to the seventh working dayfrom the date of receipt of satisfactory reply to the clarification or additionalinformation sought:Provided further that in the event the Board specifies any changes, themerchant banker to the buy-back offer and the company shall carryout such |
| 9 (i) A company making a buy-back offer shall announce a record date in thepublic announcement for the purpose of determining the entitlement andthe names of the security holders, who are eligible to participate in theproposed buy-back offer.(ii)The letter of offer along with the tender form shall be dispatched to thesecurities holders who are eligible to participate in the buy-back offer as persub regulation (i), not later than five working days from the receipt ofcommunication of comments from the Board.mode in accordance with the provisions of the Companies Act.(b) On receipt of a request from any shareholder to receive a copy of theletter of offer in physical form, the same shall be provided.(c) The aforesaid shall be disclosed in the letter of offer.(iii)Even if an eligible public shareholder does not receive the tenderoffer/offer form, he may participate in the buy-back offer and tender shares inthe manner as provided by the Board.(iv) An unregistered shareholder may also tender his shares for buy-backby submitting the duly executed transfer deed for transfer of shares in hisname, along with the offer form and other relevant documents as required fortransfer, if any.(v)The date of the opening of the offer shall be not later than five workingdays from the date of dispatch of the letter of offer.(vi)The offer for buy-back shall remain open for a period of ten workingdays.(vii) The company shall facilitate tendering of shares by the shareholdersand settlement of the same, through the stock exchange mechanism in themanner as provided by the Board.(viii) The company shall accept shares or other specified securities from thesecurities holders on the basis of their entitlement as on record date.(ix)The shares proposed to be bought back shall be divided into twocategories; (a) reserved category for small shareholders and (b) the generalcategory for other shareholders, and the entitlement of a shareholder in eachcategory shall be calculated accordingly.togetherforidentification of small shareholderif sequence ofPermanent Account Number for all holders is matching. Similarly, incase of physical shareholders, if the sequence of names of jointholders is matching, holding under such folios should be clubbedtogether for identification of small shareholder.'(x)After accepting the shares or other specified securities tendered on thebasis of entitlement, shares or other specified securities left to be boughtback, if any in one category shall first be accepted, in proportion to the sharesor other specified securities tendered over and above their entitlement in theoffer by securities holders in that category and thereafter from securitiesholders who have tendered over and above their entitlement in othercategory.(xi) Escrow account(a)The company shall, as and by way of security for performanceof its obligations under the regulations, on or before the openingof the offer, deposit in an escrow account such sum as specifiedin clause (b); (b)The escrow amount shall be payable in the following manner:(i)if the consideration payable does not exceed Rupees 100crores; 25 per cent of the consideration payable; (ii)if the consideration payable exceeds Rupees 100 crores;25 per cent upto Rupees 100 crores and 10 per centthereafter.(c)The escrow account referred to in this regulation shall consist of,(i)(ii)cash deposited with a scheduled commercial bank, orbank guarantee in favour of the merchant banker, or(iii)deposit of acceptable securities with appropriate margin,with the merchant banker, or(iv)a combination of (i), (ii) and (iii).maintained in an interest bearing account, provided that the merchant banker ensures that the funds are available at the time of makingpayment to shareholders.(d) Where the escrow account consists of deposit with a scheduledcommercial bank, the company shall, while opening the account,empower the merchant banker to instruct the bank to makepayment the amount lying to the credit of the escrow account, asprovided in the regulations.(e) Where the escrow account consists of a bank guarantee, suchbank guarantee shall be in favour of the merchant banker andshall be valid until thirty days after the expiry of buyback period.(f)The company shall, in case the escrow account consists ofsecurities, empower the merchant banker to realise the value ofsuch escrow account by sale or otherwise and if there is anydeficit on realisation of the value of the securities, the merchant banker shall be liable to make good any such deficit.(g)In case the escrow account consists of bank guarantee orapproved securities, these shall not be returned by the merchant banker till completion of all obligations under the regulations.(h) Where the escrow account consists of bank guarantee ordeposit of approved securities, the company shall also depositwith the bank in cash a sum of at least one per cent of the totalconsideration payable, as and by way of security for fulfillment ofthe obligations under the regulations by the company.(i)On payment of consideration to all the securities holders whohave accepted the offer and after completion of all formalities ofbuy-back, the amount, guarantee and securities in the escrow, ifany, shall be released to the company.(j)The Board in the interest of the securities holders may in case ofnonfulfillment of obligations under the regulations by thecompany forfeit the escrow account either in full or in part. |
| 10 (i) The company shall immediately after the date of closure of the offer, open a special account with a banker to an issue, registered with the Board and deposit therein, such sum as would, together with ninety per cent 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.(ii) The company shall complete the verification of offers received andmake payment of consideration to those holders of securities whose offerhas been accepted and return the remaining shares or other specifiedsecurities to the securities holders within seven working days of theclosure of the offer. |
| 11 (i) The company shall extinguish and physically destroy the securities certificates so bought back in the presence of a registrar to issue or theMerchant Banker and the Statutory Auditor within fifteen days of the dateof acceptance of the shares or other specified securities .Provided that the company shall ensure that all the securities bought-backare extinguished within seven days of expiry of buy-back period.beyond seven days of expiry of buy-back period.(ii)The shares or other specified securities offered for buy-back if alreadydematerialised shall be extinguished and destroyed in the manner specifiedunder the Securities and Exchange Board of India (Depositories andParticipants) Regulations, 1996, andthe bye-laws,the circulars andguidelines framed thereunder.(iii)The company shall, furnish a certificate to the Board certifyingcompliance as specified in sub-regulation (i) above, and duly certified andverified by:a)the registrar and whenever there is no registrar, by the merchant banker;b)two directors of the company , one of whom shall be a managingdirector, where there is one; andc)the statutory auditor of the company ,This certificate shall be furnished to the Board within seven days ofextinguishment and destruction of the certificates.(iv)The company shall furnish the particulars of the securities certificates extinguished and destroyed under sub-regulation (i), to the stock exchangeswherethe shares ofthe company arelisted within seven days ofextinguishment and destruction of the certificates.(v) Where a company buys back its shares or other specified securities under these regulations, it shall maintain a register of the shares or securities so bought, the consideration paid for the shares or securities bought back, thedate of cancellation of shares or securities , the date of extinguishing andphysically destroying the shares or securities and such other particulars as |
| 12 The provisions pertaining to buy-back through tender offer as specified in this Chapter shall be applicable mutatis mutandis to odd-lot shares or |
| 13 A company intending to buy-back its shares or other specified securities from the open market shall do so in accordance with the provisions of this |
| 14 The buy-back of shares or other specified securities from the open market may be in any one of the following methods:(a)(b)through stock exchange, |
| 15 The company shall ensure that at least fifty per cent of the amount earmarked for buy-back, as specified in the resolution of the board of directors or the special resolution, as the case may be, is utilized for buying-back shares or other specified securities . |
| 16 (i) The buy-back shall be made only on stock exchanges having nationwide trading terminals; (ii)The buy-back of the shares or other specified securities through thestock exchange shall not be made from the promoters or persons in control ofthe company; (iii)The buy-back of shares or other specified securities shall be made onlythrough the order matching mechanism except 'all or none' order matchingsystem; (iv) Disclosures, filing requirements and timelines of public announcement:a)The company shall appoint a merchant banker and make apublic announcement as referred to in regulation 7 pertaining totender offer;b)The public announcement shall be made within two workingdays from the date of passing the board of directors resolutionor date of declaration of results of the postal ballot for specialresolution, as relevant and shall contain disclosures as specifiedin Schedule IV;c)Simultaneously with the issue of such public announcement, thecompany shall file a copy of the public announcement with theBoard along with the fees specified in Schedule V;d)The public announcement shall also contain disclosuresregarding details of the brokers and stock exchanges throughwhich the buy-back of shares or other specified securities wouldbe made;of offer/ letter of offer is required to be filed with the Board. |
| 17 (i) The identity of the company as a purchaser shall appear on the electronic screen when the order is placed; (ii)The buy-back offer shall open not later than seven working days fromthe date of public announcement and shall close within six months from thedate of opening of the offer. |
| 18 (i) The company shall submit the information regarding the shares or other specified securities bought-back, to the stock exchange on a daily basis in such form as may be specified by the Board and the stock exchange shall upload the same on its official website immediately; (ii)The company shall upload the information regarding the shares or |
| 19 A company may buy-back its shares or other specified securities in physical form in the open market through stock exchange by following the procedure as provided hereunder:(i)A separate window shall be created by the stock exchange, which shallremain open during the period of buy-back, for buy-back of shares orother specified securities in physical form.(ii)The company shall buy-back shares or other specified securities fromeligible shareholders holding physical shares through the separatewindow specified in sub-regulation (i), only after verification of theidentity proof and address proof by the broker.(iii)The price at which the shares or other specified securities are boughtback shall be the volume weighted average price of the shares or otherspecified securities bought-back, other than in the physical form, duringthe calendar week in which such shares or other specified securitieswere received by the broker:Provided that the price of shares or other specified securities tenderedduring the first calendar week of the buy-back shall be the volume weightedaverage market price of the shares or other specified securities of thecompany during the preceding calendar week.back in the normal market during calendar week, the preceding week whenthe company has last bought back the shares or other specified securitiesmay be considered. |
| 20 (i) The company shall, before opening of the offer, create an escrow account towards security for performance of its obligations under these regulations, and deposit in escrow account 25 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.(ii) The escrow account referred to in sub-regulation (i) may be in the formof,- a)b)cash deposited with any scheduled commercial bank; orbank guarantee issued in favour of the merchant banker by anyscheduled commercial bank.regulation 9.(iii) For such part of the escrow account as is in the form of a cash depositwith a scheduled commercial bank, the company shall while opening theaccount, empower the merchant banker to instruct the bank to make paymentof the amounts lying to the credit of the escrow account, to meet theobligations arising out of the buy-back.(iv)For such part of the escrow account as is in the form of a bankguarantee:a)the same shall be in favour of the merchant banker and shall bekept valid for a period of thirty days after the expiry of buybackperiod of the offer or till the completion of all obligations underthese regulations, whichever is later.b)the same shall not be returned by the merchant banker tillcompletion of all obligations under the regulations.(v) Where part of the escrow account is in the form of a bank guarantee,the company shall deposit with a scheduled commercial bank, in cash, a sumof at least 2.5 per cent of the total amount earmarked for buy-back asspecified in the resolution of the board of directors or the special resolution, asthe case may be, as and by way of security for fulfillment of the obligationsunder the regulations by the company.(vi)The escrow amount may be released for making payment to theshareholders subject to at least 2.5 per cent of the amount earmarked for buy-back as specified in the resolution of the board of directors or the specialresolution, as the case may be, remaining in the escrow account at all pointsof time.(vii) On fulfilling the obligation specified in regulation 15, the amount andthe guarantee remaining in the escrow account, if any, shall be released tothe company.(viii)In the event of non-compliance with regulation 15, the Board may direct |
| 2 5 per cent of the amount earmarked for buy-back as specified in the resolution of the board of directors or the special resolution, as the case may be, except in cases where,-a)volume weighted average market price (VWAMP) of the sharesor other specified securities of the company during the buy-backperiod was higher than the buy-back price as certified by theMerchant banker based on the inputs provided by the StockExchanges.b)sell orders were inadequate despite the buy orders placed bythe company as certified by the Merchant banker based on theinputs provided by the Stock Exchanges.c)such circumstances existed which were beyond the control ofthe company andinthe opinion ofthe Board meritconsideration.(ix)In the event of forfeiture for non-fulfillment of obligations specified insub-regulation (viii) of this regulation, the amount forfeited shall be depositedin the Investor Protection and Education Fund of Securities and ExchangeBoard of India.Extinguishment of certificates for open market buy-back through stock |
| 21 (i) Subject to the provisions of sub-regulation (ii) and (iii), the provisionsof regulation 11 pertaining to the extinguishment of certificates for tenderoffers shall apply for extinguishment of certificates under this Chapter.(ii) The company shall complete the verification of acceptances withinfifteen days of the payout.(iii) The company shall extinguish and physically destroy the securitiescertificates so bought back during the month in the presence of aMerchant Banker and the Statutory Auditor, on or before the fifteenthday of the succeeding month:Provided that the company shall ensure that all the securitiesbought-back are extinguished within seven days of expiry of buy-backperiod. |
| 22 A company may buy-back its shares or other specified securities through the book-building process as provided hereunder:(i) The Special resolution or the board of directors resolution, as the casemay be, shall be passed in accordance with regulation 5.(ii) Disclosures, filing requirements and timelines for public announcement:(a)The company shall appoint a merchant banker and makea public announcement as referred to in regulation 7.(b)The disclosures in the public announcement shall also bein accordance with Schedule II.(c)The public announcement shall be made at least sevendays prior to the commencement of buy-back.(iii) Subject to the provisions of clause (a) and clause (b) of this sub-regulation, the provisions of sub-regulation (xi) of regulation 9 shallapply:(a)The deposit in the escrow account shall be made beforethe date of the public announcement.(b)The amount to be deposited in the escrow account shallbe determined with reference to the maximum price asspecified in the public announcement.(c) of sub-regulation (xi) of regulation 9.(iv) A copy of the public announcement shall be filed with the Board withintwo days of such announcement along with the fees as specified inSchedule V.(v) The public announcement shall also contain the detailed methodologyof the book-building process, the manner of acceptance, the format ofacceptance to be sent by the securities holders pursuant to the publicannouncement and the details of bidding centres.(vi) The book-building process shall be made through an electronicallylinked transparent facility.(vii) The number of bidding centers shall not be less than thirty and thereshall be at least one electronically linked computer terminal at all thebidding centers.(viii) The offer for buy-back shall remain open to the securities holders for aperiod not less than fifteen days and not exceeding thirty days.(ix) The merchant banker and the company shall determine the buy-backprice based on the acceptances received.(x) The final buy-back price, which shall be the highest price acceptedshall be paid to all holders whose shares or other specified securities have been accepted for buy-back.(xi) The provisions of sub-regulation (ii) of regulation 10 pertaining toverification of acceptances and the provisions of regulation 10pertaining to opening of special account and payment of consideration |
| 23 The provisions pertaining to extinguishment of certificates for tender offer shall be applicable mutatis mutandis to the buy-back through book |
| 24 (i) The company shall ensure that,- a)the letter of offer, the public announcement of the offer or anyother advertisement, circular, brochure, publicity material shallcontain true, factual and material information and shall notcontain any misleading information and must state that thedirectors of the company accept the responsibility for theinformation 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 ofbuyback period for 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 thedraftletter of offerisfiled withthe Board or publicannouncement 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 stockexchange or off-market, including inter- se transfer of shares among the promoters during the period from the date of passingthe 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 yearfrom the expiry of buyback period, except in discharge of itssubsisting obligations.(ii)No public announcement of buy-back shall be made during thependency of any scheme of amalgamation or compromise or arrangementpursuant to the provisions of the Companies Act .(iii)The company shall nominate a compliance officer and investorsservice centre for compliance with the buy-back regulations and to redress thegrievances of the investors.(iv)The particulars of the security certificates extinguished and destroyedshall be furnished by the company to the stock exchanges where the shares or other specified securities of the company are listed within seven days ofextinguishment 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 thependency of the lock-in or till the shares or other specified securities becometransferable.(vi)The company shall within two days of expiry of buy-back period issue apublic advertisement in a national daily, inter alia, disclosing:a)b)c)d)number of shares or other specified securities bought;price at which the shares or other specified securities bought;total amount invested in the buy-back;details of the securities holders from whom shares or otherspecified securities exceeding one per cent of total shares orother specified securities were bought back; ande)the consequent changes in the capital structure and theshareholding pattern after and before the buy-back.(vii) The company in addition to these regulations shall comply with theprovisions of buy-back as contained in the Companies Act and other applicablelaws. |
| 25 The merchant banker shall ensure that- (i)(ii)the company is able to implement the offer;the provision relating to escrow account has been complied with; (iii)firm arrangementsfor moniesfor paymenttofulfilltheobligations under the offer are in place; (iv)the public announcement of buy-back is made in terms of theregulations; (v)the letter of offer has been filed in terms of the regulations; (vi)a due diligence certificate along with the draft letter of offer hasbeen furnished to the Board; (vii)the contents of the public announcement of offer as well as theletter of offer are true, fair and adequate and quoting the sourcewherever necessary; (viii) due compliance of sections 68, 69 and 70 of the Companies Actand any other laws or rules as may be applicable in this regardhas been made; (ix)the bank with whom the escrow or special amount has beendeposited releases the balance amount to the company onlyupon fulfillment of all obligations by the company under theregulations; (x)a final report is submitted to the Board in the form specified |
| 25A (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation in technological aspects relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets . |
| 25A (2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the applicant satisfying such conditions as may be specified by the Board including conditions to be complied with on a continuous basis. live testing environment where new products, processes, services, business models,etc. may be deployed on a limited set of eligible customers for a specified period oftime, for furthering innovation in the securities market , subject to such conditions as |
| 26 (i)The Board may, without prejudice to its right to initiate any otherenforcement action, including prosecution under section 24 of the Act,give such directions in the interest of investors in securities and thesecurities market, as it deems fit, including:(a) prohibiting the person concerned from cancelling any of the securitiesbought back in violation of the provisions of these regulations or theCompanies Act; (b) directing the person concerned to sell or divest the shares or otherspecified securities acquired in violation of the provisions of theseregulations or any other law or regulations; (c) restraining the company from making a further offer for buy-back; (ii)A copy of such direction issued by the Board shall also be |
| 27 In order to remove any difficulties in the interpretation or application of the provisions of these regulations , the Board may issue clarifications or guidelines from time to time. |
| 28 (i)The Board may, in the interest of investors and the securitiesmarket, relax the strict enforcement of any requirement of theseregulations except the provisions incorporated from the Companies Act , ifthe Board is satisfied that:(a)(b)the requirement is procedural in nature; orthe requirement may cause undue hardship to investors; (ii)For seeking relaxation under sub-regulation (i), the companyshall file an application with the Board, supported by a duly swornaffidavit, giving details and the grounds on which such relaxation hasbeen sought.(iii)The company shall along with the application referred to undersub-regulation (ii), pay a non-refundable fee of rupees fifty thousand, byway of direct credit in the bank account through NEFT/RTGS/IMPS or anyother mode allowed by RBI or by way of a banker's cheque or demanddraft payable in Mumbai in favour of the Board.(iv)The Board may after affording reasonable opportunity of beingheard to the applicant and after considering all the relevant facts andcircumstances, pass a reasoned order either granting or rejecting the |
| 29 (i) The Securities and Exchange Board of India (Buy-Back of Securities)Regulations, 1998, shall stand repealed from the date on which theseregulations come into force.(ii) Notwithstanding such repeal,- (a)anything done or any action taken or purported to have been done or taken including comments on any letter of offer, exemptiongranted by the Board, fees collected, any adjudication, enquiry orinvestigation commenced or show-cause notice issued under therepealed regulations, prior to such repeal, shall be deemed tohave been done or taken under the corresponding provisions ofthese regulations; (b)the previous operation of the repealed regulations or anything duly done or suffered thereunder, any right, privilege, obligation orliability acquired, accrued orincurred underthe repealedregulations, any penalty, forfeiture or punishment incurred inrespect of anyviolation committed againstthe repealedregulations, or any investigation, legal proceeding or remedy inrespect of any such right, privilege, obligation, liability, penalty,forfeiture or punishment as aforesaid, shall remain unaffected as ifthe repealed regulations has never been repealed; (c)any buy-back offer for which a public announcement has beenmade under the repealed regulations shall be required to becontinued and completed under the repealed regulations.(iii) After the repeal of Securities and Exchange Board of India (Buy-Backof Securities) Regulations, 1998, any reference thereto in any otherregulations made, guidelines or circulars issued thereunder by theBoard shall be deemed to be a reference made to the correspondingprovisions of these regulations.i)ii) |