THE GAZETTE OF INDIA

regulations · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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THE GAZETTE OF INDIA EXTRAORDINARY PART – III – SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, September, 11 2018 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, September 11, 2018 SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) REGULATIONS, 2018 No. SEBI/LAD -NRO/GN/2018/32 . -In exercise of the powers conferred by subsections (1) and (2) of section 11 and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with clause (f) of sub-section (2) of section 68 of the Companies Act, 2013, the Board hereby makes the following regulations, namely:- CHAPTER I PRELIMINARY Short title and commencement (i) These regulations may be called the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018. (ii) These regulations shall come into force on the date of their publication in the Official Gazette. Definitions (i) In these regulations, unless the context otherwise requires:— 'Act' means the Securities and Exchange Board of India Act, 1992 (15 of 1992); 'associate' includes a person,— who directly or indirectly by himself or in combination with relatives, exercise control over the company or, ii) whose employee, officer or director is also a director, officer or employee of company; "Board" means the Securities and Exchange Board of India established under section 3 of the Act; 'Buyback period' means the period between the date of board of directors resolution or date of declaration of results of the postal ballot for special resolution, as the case may be, to authorize buyback of shares of the company and the date on which the payment of consideration to shareholders who have accepted the buyback offer is made; 'control' has the same meaning as defined in clause (e) of subregulation (1) of regulati

Rule TOC

1 · [ga) 'frequently traded shares' shall have the same meaning as assigned to them under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;]

2 · [***]

3 · [la) 'secretarial auditor' means an auditor as defined in the Secretarial Standards – I issued by the Institute of Company Secretaries of India;]

1 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

2 · Omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its omission, the sub -clause read as under -

3 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

4 · [Explanation: For the purposes of these regulations, the term "shares" shall include equity shares having superior voting rights.]

7 · [(ii) The ratio of the aggregate of secured and unsecured debts owed by the

4 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2019 w.e.f. 29.07.2019.

5 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words and symbol ", based on both standalone and consolidated financial statements of the company".

6 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the explanation read as under-

7 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2019 w.e.f. 19.10.2019 read with corrigendum thereto dated 27.09.2019. Prior to its substitution, sub -regulation (ii) read as follows,-

8 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "both standalone and consolidated financial statements of the company".

9 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 for the words "sets out a lower amount".

10 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "both standalone and consolidated financial statements of the company".

11 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 for the words "sets out a lower amount".

12 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 for the symbol " ;".

13 · [Provided that in case any member of the promoter / promoter group has declared its intention to not participate in the buy-back, the shares held by such member of the promoter / promoter group shall not be considered for computing the entitlement ratio.]

14 · [***]

15 · [Provided that the buy-back from the open market through stock exchanges, based on the standalone or consolidated financial statements of the company, whichever sets out a lower amount, shall be less than: —

13 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024.

14 · Omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its omission, the sub -clause read as "'c) from odd-lot holders:" .

15 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the proviso read as under-

18 · [c) It has obtained the prior consent of its lenders in case of a breach of any covenant with such lender(s).

16 · The words "or odd lot" omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

17 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words and symbol ", based on both standalone and consolidated financial statements of the company".

18 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

20 · [(via) In case of a buy-back through tender offer, the Board of Directors of the

19 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "seven days".

20 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

21 · [(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.]

21 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

23 · [(iii) The stock exchanges shall forthwith disseminate the public announcement to the public.

22 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the clause read as under-

23 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

26 · [a letter of offer, containing disclosures as specified in Schedule III, through a merchant banker who is not an associate of the company.]

27 · [aa) a certificate in the form specified by the Board, issued by the merchant banker, who is not an associate of the company, certifying that the buy-back offer is in compliance of these regulations and that the letter of offer contains the information required under these regulations.

28 · [***]

24 · The word "draft" omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

25 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "five working days of the public announcement file the following".

26 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the sub-clause read as under-

27 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

28 · Omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations,

2023 · w.e.f. 09.03.2023. Prior to its omission, the sub -clause read as "'fees specified in Schedule V.."

29 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

30 · Omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its omission, the clause read as under -

31 · The words and symbols "as per sub regulation (i), not later than five working days from the receipt of communication of comments from the Board" omitted by the Securities and Exchange Board of India (BuyBack of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

32 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the explanation read as under-

29 · [Explanation: In case of buy-back through tender offer, no draft letter of offer is required to be filed with the Board.]

33 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "five working days from the date of dispatch of the letter of offer".

34 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "ten".

35 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

36 · The words and symbols "on or before the opening of the offer," omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

37 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

41 · [(iiia) government securities, or

38 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "cash deposited with a scheduled commercial bank".

39 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "in favour of the merchant banker".

40 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words and symbol "acceptable securities with appropriate margin, with the merchant banker".

41 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

42 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "(i), (ii) and (iii)".

44 · [Explanation: The bank guarantee shall not be returned by the merchant banker until the completion of all obligations under these regulations.]

43 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "thirty days after the expiry of buyback period".

44 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

45 · The words "bank guarantee or" omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

46 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the sub-clause read as under-

47 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "seven".

48 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "registrar to issue".

54 · [Explanation: This certificate shall be furnished to the Board within seven working days of the extinguishment and destruction of the certificates.]

49 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "Statutory Auditor".

50 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "seven days".

51 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "fifteen days".

52 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "seven days".

54 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words and symbol "This certificate shall be furnished to the Board within seven days of extinguishment and destruction of the certificates."

12 · 55[***]

55 · Omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its omission, the Regulation read as under-

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 other specified securities. "

58 · [(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.]

59 · [Explanation: For the purpose of buy-back through stock exchange, a separate window shall be created by the concerned stock exchange and such window shall remain open for the period specified in these regulations.]

56 · Existing provision rearranged as clause (i) by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

57 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "fifty per cent".

58 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

59 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

60 · [The company shall, simultaneously with the public announcement made in terms of sub -clause (a), 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;]

61 · [(ca) The stock exchanges shall forthwith disseminate the public announcement to the public;

60 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 . Prior to its substitution, the sub -clause read as under -

61 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

62 · [(v) The buy-back through stock exchanges shall be undertaken only in respect of frequently traded shares;

63 · [(ii) The buy-back offer shall open not later than four working days from the 64 [ date of public announcement] and shall close:-

62 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

63 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the clause read as under-

64 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 for the words "record date".

65 · [Provided further that the effect on the price of the equity shares of the company due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under subregulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of the volume weighted average market price.]

68 · [c) deposit of frequently traded and freely transferable equity shares or other freely transferable securities with appropriate margin with the merchant banker; or

65 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2024 w.e.f 18.05.2024.

66 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "before opening of the offer".

67 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

68 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

69 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "thirty days".

70 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "of a bank guarantee".

71 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "fifteen days".

72 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "Statutory Auditor".

73 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "seven days".

74 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the clause read as under-

22 · " A company may buy-back its shares or other specified securities through the book-building process as provided hereunder:

75 · [Disclosures, filing requirements and timelines for public announcement:

22A · (i) The company, which has been authorised by a special resolution or a resolution passed by its Board of Directors, as the case may be, shall appoint a merchant banker and make a public announcement within two working days from the date of the approval of Board of Directors or of the shareholders, as the case may be.

22B · (i) The company making the buy-back offer shall disclose the maximum buy-back price, being the upper end of the price range, as approved by the Board of Directors of the company or its shareholders, as the case

75 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

76 · [(vi) The effect on the price of the equity shares of the company due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for calculation of the lower end of the price range under this regulation.]

22C · . (i) The payment of consideration to holders of shares or other specified

76 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2024 w.e.f 18.05.2024.

22D · . (i) Retail investors shall have the option to bid at the buy-back price .

22E · (i) The buy-back offer shall be kept open for a minimum of two trading days.

79 · [Provided that the relevant details and the potential impact of such subsisting obligations, if any, shall be disclosed in the public announcement.]

77 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 .

78 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 for the symbol ";".

79 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 .

80 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "seven days".

81 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 for the words "two days".

83 · [CHAPTER V-A POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS

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 84 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

82 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023. Prior to its substitution, the clause read as under-

83 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.

84 · The words "in technological aspects" omitted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.

85 · Substituted for the word "an" by the Securities and Exchange Board of India (Attestation of Documents) (Amendment) Regulations, 2024 w.e.f. 28-11-2024.

86 · Inserted by the Securities and Exchange Board of India (Attestation of Documents) (Amendment) Regulations, 2024 w.e.f. 28-11-2024.

87 · The words "supported by a duly sworn affidavit," deleted by the Securities and Exchange Board of India

88 · Substituted by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 w.e.f 01.04.2023. Prior to its substitution, clause (iii) read as under-

89 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

90 · The words " and from odd lot holders" omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

91 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 .

92 · The words " and from odd lot holders" omitted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

93 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 .

94 · Substituted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 for the symbol ".".

95 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 w.e.f. 20.11.2024 .

97 · [The fees shall be payable by way of direct credit into the bank account through NEFT/RTGS/IMPS or online payment using the SEBI Payment Gateway or any other mode as may be specified by the Board from time to time.]

96 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .

97 · Substituted by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 w.e.f 01.04.2023. Prior to its substitution, it read as under-

98 · [SCHEDULE – VI

98 · Inserted by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 w.e.f. 09.03.2023 .