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 1

SEBI (BUY-BACK OF SECURITIES) REGULATIONS, 2018

NOTIFICATION - Mumbai, September 11, 2018 (As amended in 2023)

CHAPTER- I - PRELIMINARY

Short title and commencement

1. These regulations may be called SEBI (Buy-Back of Securities) Regulations, 2018.
Definitions
2. (i) In these regulations, unless the context otherwise requires:—

a) ‘Act’ means the SEBI, 1992;

b) ‘associate’ includes a person,—

i) 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;

c) “Board” means the SEBI established under section 3 of the Act;

d) ‘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 and the date on which the payment of consideration to
shareholders who have accepted the buyback offer is made;

e) ‘control’ has the same meaning as defined in clause (e) of sub- regulation
(1) of regulation (2) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;

f) ‘company’ means a company as defined under the Companies Act,

whose shares or other specified securities are listed on a Stock
Exchange and which buys or intends to buy such shares or other
specified securities in accordance with these regulations;

g) ‘Companies Act’ means the Companies Act, 2013.

 2

ga) ‘frequently traded shares‘ shall have the same meaning as assigned to
them under the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;

h) ‘insider’ means an insider as defined in clause (g) of sub- regulation (1)

of regulation 2 of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015;

i) ‘merchant banker’ means a merchant banker as defined in clause (cb) of

regulation 2 of the SEBI (Merchant Bankers) Regulations, 1992 and
registered under section 12 of the Act;

j) Definition of Odd lots - Deleted.

k) ‘promoter’ means promoter as defined in regulation 2(1)(s) of the SEBI

(SAST) Regulations, 2011;

l) ‘registrar’ means a registrar to an issue and includes a share transfer

agent, registered under section 12 of the Act;

la) ‘secretarial auditor‘ means an auditor as defined in the Secretarial

Standards – I issued by the ICSI;

m) ‘securities’ mean securities as defined in clause (h) of section 2 of the

Securities Contracts (Regulation) Act, 1956 (42 of 1956);

(n) ‘small shareholder’ means a shareholder of a company, who holds shares

or other specified securities whose market value, on the basis of closing
price of shares or other specified securities, on the recognised stock
exchange in which highest trading volume in respect of such securities,
as on record date is not more than Rs. 2 lakhs;

n) ‘specified securities’ includes employees’ stock option or other securities

as may be notified by the Central Government from time to time;
 3

o) ‘statutory auditor’ means an auditor appointed by a company under

section 139 of the Companies Act;

p) ‘stock exchange’ means a stock exchange which has been granted

recognition under section 4 of the SCRA, 1956 ;

q) ‘tender offer’ means an offer by a company to buy-back its own shares

or other specified securities through a letter of offer from the holders of
the shares or other specified securities of the company;

r) ‘unpublished price sensitive information’ has the same meaning as

defined in clause (n) of sub-regulation (1) of regulation 2 of the SEBI
(Prohibition of Insider Trading) Regulations, 2015;

s) ‘working day’ means any working day of the Board.

(ii) All other expressions unless defined herein shall have the same meaning as has
been assigned to them under the Act or SCRA, 1956, or Companies Act or any
statutory modification or re-enactment thereof, as the case may be.

CHAPTER – 2

Applicability: Reg. 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.

Explanation: For the purposes of these regulations, the term “shares” shall include equity shares having superior voting
rights.
--*--
 4

Conditions and requirements for buy-back of shares and specified securities: R.4

(i) The maximum limit of any buy-back shall be twenty-five % or less of the aggregate
of paid-up capital and free reserves of the company, based on the standalone or
consolidated financial statements of the company, whichever sets out a lower
amount.

Explanation: In respect of the number of equity shares bought back in any financial
year, the maximum limit shall be 25% and be construed with respect to the total
paid-up equity share capital of the company in that FY.

(ii) The ratio of the aggregate of secured and unsecured debts owed by the company to the
paid-up capital and free reserves after buy-back shall,-
a. be less than or equal to 2:1, based on the standalone or consolidated financial
statements of the company, whichever sets out a lower amount:
Provided that if a higher ratio of the debt to capital and free reserves for the
company has been notified under the Companies Act, 2013, the same shall
prevail; or
b. be less than or equal to 2:1, based on the standalone or consolidated financial
statements of the company, whichever sets out a lower amount, after
excluding financial statements of all subsidiaries that are non-banking
financial companies and housing finance companies regulated by Reserve
Bank of India or National Housing Bank, as the case may be:

Provided that buy-back of securities shall be permitted only if all such excluded
subsidiaries have their ratio of aggregate of secured and unsecured debts to the paid-up
capital and free reserves 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 any one of
the following methods:

a) from the existing share holders or other specified securities

 5

holders on a proportionate basis through the tender offer;

b) from the open market through—

i) book-building process,
ii) stock exchange;

c) Deleted.

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:—

(i) 15% of the paid up capital and free reserves of the company till March
31, 2023;

(ii) 10% of the paid up capital and free reserves of the company till
March 31, 2024;

(iii) 5% of the paid up capital and free reserves of the company till March
31, 2025:

Provided further that buy-back from the open market through the stock
exchange shall not be allowed with effect from April 1, 2025.

(v) A company shall not buy-back its shares or other specified securities so as to
delist its shares or other specified securities from the stock exchange.

(vi) A company shall not buy-back its shares or other specified securities from any
person through negotiated deals, whether on or off the stock exchange or
through spot transactions or through any private arrangement.

(vii) A company shall not make any offer of buy-back within a period of one year
reckoned from the date of expiry of buyback period of the preceding offer of buy-
back, if any.

(viii) A company shall not allow buy-back of its shares unless the consequent reduction
 6

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 proceeds of an earlier issue
of the same kind of shares or same kind of other specified securities.

(x) No company shall directly or indirectly purchase its own shares or other specified
securities:
(a) through any subsidiary company including its own subsidiary companies;
(b) through any investment company or group of investment companies; or
(c) if a default is made by the company in the repayment of deposits
accepted either before or after the commencement of the Companies
Act, interest payment thereon, redemption of debentures or preference
shares or payment of dividend to any shareholder, or repayment of any
term loan or interest payable thereon 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 ceased to
subsist.
 7

General compliance and filing requirements for buy-back: R. 5

(i) The company shall not authorise any buy-back (whether by way of tender offer or from
open market unless:

a. The buy-back is authorised by the company's articles;

b. A special resolution has been passed at a general meeting of the company

authorising the buy-back:

Provided that nothing contained in this clause shall apply to a case where the
buy-back is, 10% or less of the total paid-up equity capital and free reserves of the
company, based on the standalone or consolidated financial statements of the
company, whichever sets out a lower amount]; and such buy-back has been
authorised by the board of directors by means of a resolution passed at its
meeting.

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

Explanation: The letter of offer to be prepared by the company in accordance with

these regulations shall contain a specific disclosure of the consent obtained by the
company from its lender(s).

(ii) Every buy-back shall be completed within a period of one year from the date of
passing of the special resolution at general meeting, or the resolution passed by
the board of directors of the company, as the case may be.

(iii) The company shall, after expiry of the buy-back period, file with the Registrar of
Companies and the Board, a return containing such particulars relating to the buy-
back within 30 days of such expiry, in the format as specified in the Companies
(Share Capital and Debentures) Rules, 2014.

(iv) Where a special resolution is required for authorizing a buy-back, the explanatory
statement to be annexed with the notice for the general meeting pursuant to section
102 of the Companies Act shall contain mandatory disclosures mentioned therein
and the following disclosures: -
 8

a) Disclosures under sub-section 3 of section 68 of the Companies

Act—
i) a full and complete disclosure of all material facts;
ii) the necessity for the buy-back;
iii) the class of shares or securities intended to be purchased
under the buy-back;
iv) the amount to be invested under the buy-back; and
v) the time-limit for completion of buy-back.

b) Additional disclosures under these regulations as provided in

Schedule I,

c) Provided that where the buy-back is through tender offer from

existing securities holders, the explanatory statement shall
contain the following additional disclosures:

i) the maximum price at which the buy-back of shares or

other specified securities shall be made and whether the
board of directors of the company is being authorised at
the general meeting to determine subsequently the specific
price at which the buy-back may be made at the
appropriate time;

ii) if the promoter intends to offer his shares or other specified

securities, the quantum of shares or other specified
securities proposed to be tendered and the details of their
transactions and their holdings for the last six months
priorto the passing of the special resolution for buy-back
including information of number of shares or other specified
securities 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 the Board and the stock
exchanges where the shares or other specified securities of the company are listed,
within 7 working days from the date of passing of the resolution.
 9

(vi) Where the buy-back is from open market either through the stock exchange or
through book building, the resolution of board of directors shall specify the
maximum price at which the buy-back shall be made:
Provided that where there is a requirement for the Special Resolution as specified
in clause (b) of sub-regulation 1 of regulation 5 of these Regulations, the special
resolution shall also specify the maximum price at which the buy-back shall be
made.

(via) In case of a buy-back through tender offer, the Board of Directors of the company
may, till one working day prior to the record date, increase the maximum buy-back
price and decrease the number of securities proposed to be bought back, such that
there is no change in the aggregate size of the buy-back.

(vii) A company, authorized by a resolution passed by the board of directors at its

meeting to buy-back its shares or other specified securities under the proviso to
clause (b) of sub-section (2) of section 68 of the Companies Act, shall file a copy of
the resolution, with the Board and the stock exchanges, where the shares or other
specified securities of the company are listed, within two working days of the date
of the passing of the resolution.

(viii) l deal in shares or other specified securities of the company on the basis of
unpublished price sensitive information relating to buy-back of shares or other
specified securities of the company.

(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.

CHAPTER III
 10

BUY-BACK THROUGH TENDER OFFER

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 15 % 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.

Disclosures, filing requirements and timelines for public announcement:

7. (i) The company which has been authorised by a special resolution or a resolution
passed by the board of directors, as the case may be, shall make a public
announcement within two working days from the date of declaration of results of
the postal ballot for special resolution/board of directors resolution in at least one
English National Daily, one Hindi National Daily and one Regional language daily,
all with wide circulation at the place where the Registered Office of the company is
situated and the said public announcement shall contain all the material information
as specified in Schedule II.

(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.

(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.

Disclosures, filing requirements and timelines for letter of offer

8. (i) The company shall within 2 working days from the record date, file the following in
electronic mode with the Board:
 11

a. a letter of offer, containing disclosures as specified in Schedule III, through

a merchant banker who is not an associate of the company.

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.

Explanation: The term “associate” shall have the meaning assigned to it in

regulation 21A of the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992, as amended from time to time.

b. a declaration of solvency in specified form and in a manner provided

in sub-section (6) of section 68 of the Companies Act.

c. Deleted.

Explanation: In case of buy-back through tender offer, no draft letter of

offer is required to be filed with the Board.

(ii) Deleted.

Offer procedure
9. (i) A company making a buy-back offer shall announce a record date in the public
announcement for the purpose of determining the entitlement and the names of the
security holders, who are eligible to participate in the proposed buy-back offer.

(ii) The letter of offer along with the tender form shall be dispatched to the securities
holders who are eligible to participate in the buy-back offer.

Explanation: The public announcement shall disclose that the dispatch of the
letter of offer, shall be through electronic mode in accordance with the
provisions of the Companies Act, within two working days from the record date
and that in the case of receipt of a request from any shareholder to receive a
 12

copy of the letter of offer in physical form, the same shall be provided.

(iii) Even if an eligible public shareholder does not receive the tender offer/offer
form, he may participate in the buy-back offer and tender shares in the manner
as provided by the Board.

(iv) An unregistered shareholder may also tender his shares for buy-back by
submitting the duly executed transfer deed for transfer of shares in his name,
along with the offer form and other relevant documents as required for transfer,
if any.

(v) The date of the opening of the offer shall be not later than 4 working days from
the record date].

(vi) The offer for buy-back shall remain open for a period of 5 working days.

(vii) The company shall facilitate tendering of shares by the shareholdersand

settlement of the same, through the stock exchange mechanism in the manner as
provided by the Board.

(viii)The company shall accept shares or other specified securities from the
securities holders on the basis of their entitlement as on record date.

(ix) The shares proposed to be bought back shall be divided into two categories;
(a) reserved category for small shareholders and (b) the general category for
other shareholders, and the entitlement of a shareholder in each category shall
be calculated accordingly.

‘Explanation: Holdings of multiple demat accounts would be clubbed together

for identification of small shareholder if sequence of Permanent Account
Number for all holders is matching. Similarly, in case of physical shareholders,
if the sequence of names of joint holders is matching, holding under such folios
should be clubbed together for identification of small shareholder.’

(x) After accepting the shares or other specified securities tendered on the basis
 13

of entitlement, shares or other specified securities left to be bought back, if any

in one category shall first be accepted, in proportion to the shares or other
specified securities tendered over and above their entitlement in the offer by
securities holders in that category and thereafter from securities holders who
have tendered over and above their entitlement in other category.

(xi) Escrow account

(a) The company shall, within 2 working days of the public announcement, as
and by way of security for performance of its obligations under the
regulations, deposit in an escrow account such sum as specified in clause (b);

(b) The escrow amount shall be payable in the following manner:

(i) if the consideration payable does not exceed Rupees 100 crores;
25% of the consideration payable;

(ii) if the consideration payable exceeds Rupees 100 crores; 25 % upto

Rupees 100 crores and 10 % thereafter.

(c) The escrow account referred to in this regulation shall , subject to

appropriate margin as specified by the Board, consist of,
(i) cash including bank deposits deposited with any
scheduled commercial bank, or

(ii) bank guarantee issued in favour of the merchant

banker by any scheduled commercial bank, or

(iii) deposit of frequently traded and freely transferable

equity shares or other freely transferable securities, or

(iiia) government securities, or

(iiib) units of mutual funds invested in gilt funds and overnight

schemes, or

(iv) a combination of above.

 14

Explanation: The cash component of the escrow account may

be maintained in an interest bearing account, provided that the
merchant banker ensures that the funds are available at the time
of making payment to shareholders.

(d) Where the escrow account consists of deposit with a scheduled

commercial bank, the company shall, while opening the account,
empower the merchant banker to instruct the bank to make
payment the amount lying to the credit of the escrow account, as
provided in the regulations.

(e) Where the escrow account consists of a bank guarantee, such

bank guarantee shall be in favour of the merchant banker and
shall be valid until 30 working days after the expiry of buy- back
period or until the completion of all obligations under these
regulations, whichever is later.

Explanation: The bank guarantee shall not be returned by the

merchant banker until the completion of all obligations under
these regulations.

(f) The company shall, in case the escrow account consists of

securities, empower the merchant banker to realise the value of
such escrow account by sale or otherwise and if there is any
deficit 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 approved securities, these shall not
be returned by the merchant banker till completion of all obligations
under the regulations.

(h) Where part of the escrow account is in a form other than cash, the
company shall deposit with a scheduled commercial bank, in
 15

cash, a sum of not less than two and half % of the total amount
earmarked for buyback as specified in the resolution of the Board
of Directors or the special resolution, as the case may be, as
security for the fulfilment of its obligations under the regulations.

(i) On payment of consideration to all the securities holders who

have accepted the offer and after completion of all formalities of
buy-back, the amount, guarantee and securities in the escrow, if
any, shall be released to the company.

(j) The Board in the interest of the securities holders may in case of
nonfulfillment of obligations under the regulations by the company
forfeit the escrow account either in full or in part.

(xii) The amount forfeited under clause (j) may be distributed pro rata
amongst the securities holders who accepted the offer and balance, if
any, shall be utilised for investor protection.

Closure and payment to securities holders:

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 % 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 or this purpose, may transfer the
funds from the escrow account.

(ii) The company shall complete the verification of offers received and make
payment of consideration to those holders of securities whose offer has
been accepted and return the remaining shares or other specified securities
to the securities holders within 5 working days of the closure of the offer.
 16

Extinguishment of certificate and other closure compliances:

11. (i) The company shall extinguish and physically destroy the securities
certificates so bought back in the presence of a registrar to an issue or the
Merchant Banker and the secretarial auditor within 15 days of the date of
acceptance of the shares or other specified securities.

Provided that the company shall ensure that all the securities bought-
back are extinguished within 7 working days of expiry of buy-back period.

Explanation: The aforesaid period of 47[15 working days] shall in no case

extend beyond 48[7 working days] of expiry of buy-back period.

(ii) The shares or other specified securities offered for buy-back if already
dematerialised shall be extinguished and destroyed in the manner specified
under the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996, and the bye-laws, the circulars and
guidelines framed thereunder.

(iii) The company shall, furnish a certificate to the Board certifying compliance
as specified in sub-regulation (i) above, and duly certified and verified 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 managing
director, where there is one; and
c) the secretarial auditor of the company,

Explanation: This certificate shall be furnished to the Board within 7

working days of the extinguishment 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 exchanges
where the shares of the company are listed within 7 days of extinguishment and
destruction of the certificates.
(v) Where a company buys back its shares or other specified securities
 17

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, the
date of cancellation of shares or securities, the date of extinguishing and
physically destroying the shares or securities and such other particulars as may
be prescribed in sub-section (9) of section 68 of the Companies Act.

12. Deleted.

CHAPTER IV
BUY-BACK FROM THE OPEN MARKET

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
Chapter.

14. The buy-back of shares or other specified securities from the open market
may be in any one of the following methods:
(a) through stock exchange,
(b) book-building process.

15. (i) The company shall ensure that at least 75 percent 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.

(ii) The company shall ensure that at a minimum of forty % 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.

Buy-back through stock exchange

16. (i) The buy-back shall be made only on stock exchanges having nationwide
trading terminals;
Explanation : For the purpose of buy-back through stock exchange, a
 18

separate window shall be created by the concerned stock exchange and such
window shall remain open for the period specified in these regulations.

(ii) The buy-back of the shares or other specified securities through the
stock exchange shall not be made from the promoters or persons in control of
the company;

(iii) The buy-back of shares or other specified securities shall be made only
through the order matching mechanism except ‘all or none’ order matching
system;

(iv) Disclosures, filing requirements and timelines of public announcement:

a) The company shall appoint a merchant banker and make a public

announcement as referred to in regulation 7 pertaining to tender
offer;

b) The public announcement shall be made within two working days

from the date of passing the board of directors resolution or date
of declaration of results of the postal ballot for special resolution,
as relevant and shall contain disclosures as specified in
Schedule IV;

c) 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;

(ca) The stock exchanges shall forthwith disseminate the public

announcement to the public;

(cb) A copy of the public announcement shall be placed on the respective

websites of the stock exchange(s), merchant banker and the
company;
 19

d) The public announcement shall also contain disclosures

regarding details of the brokers and stock exchanges through
which the buy-back of shares or other specified securities would
be made;

Explanation: In case of the buy-back from open market, no draft letter

of offer/ letter of offer is required to be filed with the Board.

(v) The buy-back through stock exchanges shall be undertaken only in

respect of frequently traded shares;

(vi) The buy-back through stock exchanges shall be subject to the restrictions
on placement of bids, price and volume as specified by the Board.

Opening of the offer on stock exchange:

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 four working days from the
record date and shall close:-

a. within six months, if the buy-back offer is opened on or before March

31, 2023;

b. within 66 working days, if the buy-back offer is opened on or after April

1, 2023 and till March 31, 2024; and

c. within 22 working days, if the buy-back offer is opened on or after April 1,

2024 and till March 31, 2025:

Provided that with effect from April 1, 2025, the option of open market buy-
back through the stock exchange shall not be available to any company
except in cases where the buyback offer has opened on or before Mach 31,
2025.

Subsequent compliances for open market buy-back through stock exchange:

18. (i) The company shall submit the information regarding the shares or other
 20

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
other specified securities bought-back on its website on a daily basis.

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 shall
remain open during the period of buy-back, for buy-back of shares or
other specified securities in physical form.

(ii) The company shall buy-back shares or other specified securities from
eligible shareholders holding physical shares through the separate
window specified in sub-regulation (i), only after verification of the
identity proof and address proof by the broker.

(iii) The price at which the shares or other specified securities are bought
back shall be the volume weighted average price of the shares or other
specified securities bought-back, other than in the physical form, during
the calendar week in which such shares or other specified securities
were received by the broker:

Provided that the price of shares or other specified securities tendered during
the first calendar week of the buy-back shall be the volume weighted average
market price of the shares or other specified securities of the company during
the preceding calendar week.

Explanation: In case no shares or other specified securities were bought back

in the normal market during calendar week, the preceding week when the
company has last bought back the shares or other specified securities may be
considered.
 21

Escrow account for open market buy-back through stock exchange:

20. (i) The company shall, within 2 working days of the public announcement],
create an escrow account towards security for performance of its obligations
under these regulations, and deposit in escrow account 25 % 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 subject to

appropriate margin as specified by SEBI, in the form of,—
a) cash deposited with any scheduled commercial bank; or
b) bank guarantee issued in favour of the merchant banker by any
scheduled commercial bank.
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.

Explanation: The cash component of the escrow account may be

maintained in terms of Explanation to clause (c) of sub-regulation (xi) of
regulation 9.

(iii) For such part of the escrow account as is in the form of a cash deposit with
a scheduled commercial bank, the company shall while opening the
account, empower the merchant banker to instruct the bank to make
payment of the amounts lying to the credit of the escrow account, to meet
the obligations arising out of the buy-back.

(iv) For such part of the escrow account as is in the form of a bank guarantee:
a) the same shall be in favour of the merchant banker and shall be
kept valid for a period of 30 working days after the expiry of
buyback period of the offer or till the completion of all obligations
 22

under these regulations, whichever is later.

b) the same shall not be returned by the merchant banker till

completion of all obligations under the regulations.

(v) Where part of the escrow account is in the form other than cash, the
company shall deposit with a scheduled commercial bank, in cash, a
sum of at least 2.5 % of the total amount earmarked for buy-backas
specified in the resolution of the board of directors or the special resolution, as
the case may be, as and by way of security for fulfillment of the obligations
under the regulations by the company.

(vi) The escrow amount may be released for making payment to the
shareholders subject to at least 2.5% 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, remaining in the escrow account at all
points of time.

(vii) On fulfilling the obligation specified in regulation 15, the amount and the
guarantee remaining in the escrow account, if any, shall be released to
the company.

(viii) In the event of non-compliance with regulation 15, the Board may direct
the merchant banker to forfeit the escrow account, subject to a
maximum of 2.5 % 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 shares
or other specified securities of the company during the buy-back
period was higher than the buy-back price as certified by the
Merchant banker based on the inputs provided by the Stock
Exchanges.
b) sell orders were inadequate despite the buy orders placed by the
company as certified by the Merchant banker based on the inputs
provided by the Stock Exchanges.
 23

c) such circumstances existed which were beyond the control of the

company and in the opinion of the Board merit consideration.

(ix) In the event of forfeiture for non-fulfillment of obligations specified in sub-

regulation (viii) of this regulation, the amount forfeited shall be deposited in the
Investor Protection and Education Fund of Securities and Exchange Board of India.

Extinguishment of certificates for open market buy-back through stock

exchange:

21. (i) Subject to the provisions of sub-regulation (ii) and (iii), the provisions of
regulation 11 pertaining to the extinguishment of certificates for tender
offers shall apply for extinguishment of certificates under this Chapter.

(ii) The company shall complete the verification of acceptances within

15 working days of the payout.

(iii) The company shall extinguish and physically destroy the securities
certificates so bought back during the month in the presence of a
Merchant Banker and the secretarial auditor, on or before the 15th day
of the succeeding month:
Provided that the company shall ensure that all the securities bought-
back are extinguished within 7 working days of expiry of buy-back period.

Buy-back through book building – R. 22

A company may buy-back its shares or other specified securities from its existing securities
holders through the book building process.

Disclosures, filing requirements and timeline for PA – R. 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.

(ii) The disclosures in the public announcement shall be made in accordance

 24

with Schedule II.

(iii) The book building process shall commence within 7 working days from the
date of the public announcement.

(iv) The public announcement shall contain the detailed methodology pertaining to
intimation required to be made prior to the opening of the buy-back offer as
specified in Schedule- VI.

Offer procedure:

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 may
be and the book value of the shares or other specified securities of the
company.

(ii) The company shall publish the offer opening announcement on the date
of commencement of the buy-back.

(iii) In case of frequently traded securities, the lower end of the price range
shall not be less than the higher of:

a) the closing price of the securities of the company on the date of

the Notice as specified in Schedule- VI; and

b) the volume weighted average market price of the shares or other

specified securities of the company in the 15 trading days prior
to the date of the intimation of the meeting of the Board of
Directors approving the buy-back.

(iv) In case of infrequently traded securities, the lower end of the price range
shall not be less than the price of the securities of the company
determined on the basis of the report of a registered valuer.

(v) The buy-back price shall depend upon the price discovered through the
bids received from the shareholders within the price range.

Payment to holders of shares or other specified securities:

 25

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 % of the buy-back size is reached shall
be the buy-back price; and
b) shares or other specified securities tendered at or below the buy- back
price shall be accepted at the buy-back price and in proportion to the
size of the bids received.

(iv) In the event that the bids are less than the buy-back size; all the shares or
other specified securities tendered shall be accepted at the highest bid
price.

(v) Once the public announcement is made, the buy-back shall not be
withdrawn or terminated and bids once placed shall not be withdrawn.]

Extinguishment of certificates

23. The provisions pertaining to extinguishment of certificates for tender offer shall be
applicable mutatis mutandis to the buy-back through book building.
 26

CHAPTER V -GENERAL OBLIGATIONS

Obligations of the company for all buy-back procedure:

24. (i) The company shall ensure that,—

a. the letter of offer, the public announcement of the offer or any other
advertisement, circular, brochure, publicity material shall contain true,
factual and material information and shall not contain any misleading information
and must state that the directors of the company accept the responsibility for the
information 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 of buyback 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 the draft letter
of offer is filed with the Board or public announcement 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 stock exchange or off-market,
including inter- se transfer of shares among the promoters during the period
from the date of passing the 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 year from the
expiry of buyback period, except in discharge of its subsisting obligations.

(ii) No public announcement of buy-back shall be made during the pendency of

any scheme of amalgamation or compromise or arrangement pursuant to the
provisions of the Companies Act.

(iii) The company shall nominate a compliance officer and investors service centre
 27

for compliance with the buy-back regulations and to redress the grievances of
the investors.

(iv) The particulars of the security certificates extinguished and destroyed shall be
furnished by the company to the stock exchanges where the shares or other specified
securities of the company are listed within 70[7 working days] of extinguishment 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 the
pendency of the lock-in or till the shares or other specified securities become
transferable.

(vi) The company shall within two working days of expiry of buy-back period issue
a public advertisement in a national daily, inter alia, disclosing:

a) number of shares or other specified securities bought;

b) price at which the shares or other specified securities bought;
c) total amount invested in the buy-back;
d) details of the securities holders from whom shares or other
specified securities exceeding one % of total shares or other
specified securities were bought back; and
e) the consequent changes in the capital structure and the
shareholding pattern after and before the buy-back.

(vii) The company in addition to these regulations shall comply with the provisions
of buy-back as contained in the Companies Act and other applicable laws.
Obligations of the merchant banker:

25. The merchant banker shall ensure that—

(i) the company is able to implement the offer;
(ii) the provision relating to escrow account has been complied with;
(iii) firm arrangements for monies for payment to fulfill the

obligations under the offer are in place;

(iv) the public announcement of buy-back is made in terms of the
 28

regulations;
(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 has
been furnished to the Board;
(vii) the contents of the public announcement of offer as well as the
letter of offer are true, fair and adequate and quoting the source
wherever necessary;
(viii) due compliance of sections 68, 69 and 70 of the Companies Act
and any other laws or rules as may be applicable in this regard
has been made;
(ix) the bank with whom the escrow or special amount has been
deposited releases the balance amount to the company only upon
fulfillment of all obligations by the company under the regulations;
(x) a final report in the electronic mode shall be submitted to the
Board within 15 working days from the date of expiry of the buy-
back period.

CHAPTER V-A – 17-04-2020

POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS

Exemption from enforcement of the regulations in special cases.

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

(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.
Explanation. — For the purposes of these regulations, "regulatory sandbox" means a
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 of
time, for furthering innovation in the securities market, subject to such conditions as
may be specified by the Board.
 29

CHAPTER VI
MISCELLANEOUS

Powers of the Board to issue directions

26. (i) The Board may, without prejudice to its right to initiate any other
enforcement action, including prosecution under section 24 of the Act, give
such directions in the interest of investors in securities and the securities
market, as it deems fit, including:
(a) prohibiting the person concerned from cancelling any of the securities
bought back in violation of the provisions of these regulations or the
Companies Act;
(b) directing the person concerned to sell or divest the shares or other
specified securities acquired in violation of the provisions of these
regulations 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 forwarded to
Registrar of Companies.

Power of the Board to remove difficulties

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.

Power to relax strict enforcement of the regulations.

28. (i) The Board may, in the interest of investors and the securities
market, relax the strict enforcement of any requirement of these regulations
except the provisions incorporated from the Companies Act, if the Board is
satisfied that:

(a) the requirement is procedural in nature; or

(b) the requirement may cause undue hardship to investors;

(ii) For seeking relaxation under sub-regulation (i), the company shall
file an application with the Board, supported by a duly sworn affidavit, giving
details and the grounds on which such relaxation has been sought.
 30

(iii) The company shall along with the application referred to under sub-
regulation (ii) pay a non-refundable fee of rupees fifty thousand, 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.

(iv) The Board may after affording reasonable opportunity of being heard
to the applicant and after considering all the relevant facts and
circumstances, pass a reasoned order either granting or rejecting the
relaxation sought as expeditiously as possible.

Repeal and savings

29. (i) The Securities and Exchange Board of India (Buy-Back of Securities)
Regulations, 1998, shall stand repealed from the date on which these
regulations 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, exemption
granted by the Board, fees collected, any adjudication, enquiry or
investigation commenced or show-cause notice issued under the
repealed regulations, prior to such repeal, shall be deemed to have
been done or taken under the corresponding provisions of these
regulations;
(b) the previous operation of the repealed regulations or anything duly
done or suffered thereunder, any right, privilege, obligation or
liability acquired, accrued or incurred under the repealed
regulations, any penalty, forfeiture or punishment incurred in
respect of any violation committed against the repealed
regulations, or any investigation, legal proceeding or remedy in
respect of any such right, privilege, obligation, liability, penalty,
forfeiture or punishment as aforesaid, shall remain unaffected as if
the repealed regulations has never been repealed;
(c) any buy-back offer for which a public announcement has been
made under the repealed regulations shall be required to be
 31

continued and completed under the repealed regulations.

(v) After the repeal of Securities and Exchange Board of India (Buy-Back of
Securities) Regulations, 1998, any reference thereto in any other
regulations made, guidelines or circulars issued thereunder by the
Board shall be deemed to be a reference made to the corresponding
provisions of these regulations.
 32

SCHEDULE - I
[Regulation 5(iv)(b)]
Contents of the Explanatory Statement

i) Date of the Board meeting at which the proposal for buy-back was approved by
the Board of Directors of the company;

ii) Necessity for the buy-back;

iii) Maximum amount required under the buy-back and its percentage of the total
paid up capital and free reserves;

iv) Maximum price at which the shares or other specified securities are proposed
be bought back and the basis of arriving at the buy-back price;

v) Maximum number of securities that the company proposes to buy- back;

vi) Method to be adopted for buy-back as referred to in sub-regulation (iv) of

regulation 4,

vii) (a) the aggregate shareholding of the promoter and of the directors of the
promoters, where the promoter is a company and of persons who are in
control of the company as on the date of the notice convening the General
Meeting or the Meeting of the Board of Directors;

(b) aggregate number of shares or other specified securities purchased or

sold by persons including persons mentioned in (a) above from a period
of six months preceding the date of the Board Meeting at which the buy-
back was approved till the date of notice convening the general meeting;

(c) the maximum and minimum price at which purchases and sales referred
to in (b) above were made along with the relevant dates;

viii) Intention of the promoters and persons in control of the company to tender
 33

shares or other specified securities for buy-back indicating the number of

shares or other specified securities, details of acquisition with dates and price;

ix) A confirmation that there are no defaults subsisting in repayment of deposits,

redemption of debentures or preference shares or repayment of term loans to
any financial institutions or banks;

x) A confirmation that the Board of Directors has made a full enquiry into the affairs
and prospects of the company and that they have formed the opinion-

a) that immediately following the date on which the General Meeting or the
meeting of the Board of Directors is convened there will be no grounds on
which the company could be found unable to pay its debts;

b) as regards its prospects for the year immediately following that date that,
having regard to their intentions with respect to the management of the
company’s business during that year and to the amount and character of
the financial resources which will in their view be available to the company
during that year, the company will be able to meet its liabilities as and
when they fall due and will not be rendered insolvent within a period of
one year from that date; and

c) in forming their opinion for the above purposes, the directors shall take
into account the liabilities as if the company were being wound up under
the provisions of the Companies Act, 1956 or Companies Act or the
Insolvency and Bankruptcy Code 2016 (including prospective and
contingent liabilities);

xi) A report addressed to the Board of Directors by the company’s auditors stating
that-
a) they have inquired into the company’s state of affairs;
b) the amount of the permissible capital payment for the securities in
question is in their view properly determined; and
c) the Board of Directors have formed the opinion as specified in clause (x)
 34

on reasonable grounds and that the company will not, having regard to its
state of affairs, will not be rendered insolvent within a period of one year
from that date.
xii) 76[Prior approval obtained from the lenders of the company in case of a breach
of any covenant with such lender(s).]
 35

SCHEDULE - II
[Regulation 7(i) and Regulation 22(ii)(b)]
Disclosures in the Public Announcement for buy-back through tender offer
and from the open market through book building process

Particulars Content
Public i) The Public announcement shall be dated and signed on
Announcement behalf of the Board of Directors of the company by its
manager or secretary, if any, and by not less than two
directors of the company one of whom shall be a managing
director where there is one.

ii) A full and complete disclosure of all material facts including

the disclosures mentioned in Schedule I shall be made.
 36

SCHEDULE - III
[Regulation 8(i)(a)]
Disclosures in the Letter of Offer for buy-back through tender offer 78[***]
Particular Content
s
Letter of The letter of offer shall be dated and signed on behalf of the Board of
Offer Directors of the company by its manager or secretary, if any, and by not less
than two directors of the company one of whom shall be a managing director
where there is one. The letter of offer shall, inter-alia, contain the following;

i) Disclosures as mentioned in Schedule - IV;

ii) Disclaimer Clause as may be specified by the Board;
iii) Record date and ratio of buy-back as per the entitlement in each
category.
 44

SCHEDULE - IV
[Regulation 16(iv)(b)]
Public Announcement for Open Market Buy-Back through Stock Exchange

Particulars Content
Public i) The Public announcement shall be dated and signed on
Announcement behalf of the Board of Directors of the company by its
manager or secretary, if any, and by not less than two
directors of the company one of whom shall be a managing
director where there is one.

ii) A full and complete disclosure of all material facts including

the disclosures mentioned in Schedule I.

iii) In addition to the disclosures in Schedule A, the following

disclosures shall be made:

i) Date of shareholders’ approval for buy-back, if

applicable;

ii) Minimum and maximum number of securities that the

company proposes to buy-back, sources of funds from
which the buy-back would be made and the cost of
financing the buy-back;

iii) Proposed time table from opening of offer till the

extinguishment of the certificates;

iv) Process and methodology to be adopted for the buy-

back;

v) Brief information about the company;

 45

Particulars Content
vi) Audited Financial information for the last 3 years and
the lead manager shall ensure that the particulars
(audited statement and un-audited statement)
contained therein shall not be more than more than 6
months old from the date of the public announcement
together with financial ratios as may be specified by
the Board;
Explanation: Ensure that the un-audited financial
results, if any disclosed, should be certified / limited
review by statutory auditors.

vii) Details of escrow account opened and the amount

deposited therein;

viii) Listing details and stock market data:

a) high, low and average market prices of the
securities of the company proposed to be
bought back, during the preceding three years;
b) monthly high and low prices for the six months
preceding the date of the public announcement;
c) the number of securities traded on the days
when the high and low prices were recorded on
the relevant stock exchanges during the period
stated at (a) and (b) above;
d) the stock market data referred to above shall be
shown separately for periods marked by a
change in capital structure, with such period
commencing from the date the concerned stock
exchange recognises the change in the capital
structure.(e.g. when the securities have become
ex-rights or ex-bonus) ;
e) the market price immediately after the date of
 46

Particulars Content
the resolution of the Board of directors
approving the buy-back; and
f) the volume of securities traded in each month
during the six months preceding the date of the
public announcement along with high, low and
average prices of securities of the company,
details relating to volume of business
transacted should also be stated for respective
periods.
ix) Present capital structure (including the number of fully
paid and partly paid securities) and shareholding
pattern;
x) The capital structure including details of outstanding
convertible instruments, if any post buy-back;

xi) Aggregate shareholding of the promoter group and of

the directors of the promoters, where the promoter is a
company and of persons who are in control of the
company;

xii) Aggregate number of shares or other specified

securities purchased or sold by persons mentioned in
clause xi above during a period of twelve months
preceding the date of the public announcement; the
maximum and minimum price at which purchases and
sales referred to above were made along with the
relevant dates;

xiii) Management discussion and analysis on the likely

impact of buy-back on the company’s earnings, public
holdings, holdings of NRIs/FIIs etc., promoters
holdings and any change in management structure;
 47

Particulars Content
xiv) Details of statutory approvals obtained;

xv) Collection and bidding centres;

xvi) Name of compliance officer and details of investors

service centres;

xvii) Such other disclosures as may be specified by the

Board from time to time.
 48

SCHEDULE - V
FEES
[Regulation 8(i)(c), 16(iv)(c) and 22(iv)]

Every merchant banker shall while submitting the offer document or a copy of the
public announcement in electronic mode to the Board, pay fees as set out below:

Offer Size Fee (Rupees)

Less than or equal to rupees ten crore 5,00,000/-
More than rupees ten crore but less 0.5 % of the offer size
than or equal to rupees one thousand
Crore
More than rupees one thousand crore 5,00,00,000/- plus 0.125 % of the
portion of offer size in excess of rupees
one thousand crore

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.
 49

SCHEDULE – VI
METHODLOGY TO BE ADOPTED PRIOR TO THE OPENING OF AN OFFER
[Regulation 22A]

I. An intimation (“Notice”) shall be sent to the stock exchanges before 5 pm on

the day immediately preceding the date of the commencement of the buy- back.

II. An intimation shall be sent to the shareholders two working days preceding the
date of the Notice (“identified date”) through email and SMS as per the records
of the depositories.
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