(i) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, shall stand repealed from the date on which these regulations come into force.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 Page 29 of 39 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the Board, fees collected, any adjudication, enquiry or investigation commenced or show-cause notice issued under the repealed regulations, prior to such repeal, shall be deemed to have been done or taken under the corresponding provisions of these regulations;
(b) the previous operation of the repealed regulations or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the repealed regulations, any penalty, forfeiture or punishment incurred in respect of any violation committed against the repealed regulations, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty, forfeiture or punishment as aforesaid, shall remain unaffected as if the repealed regulations has never been repealed;
(c) any buy-back offer for which a public announcement has been made under the repealed regulations shall be required to be continued and completed under the repealed regulations.
(iii) 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.
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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;
i.
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 buyback 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;
ii.
Page 31 of 39 viii) Intention of the promoters and persons in control of the company to tender 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 opiniona) 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);
iii.
xi) A report addressed to the Board of Directors by the company’s auditors stating thata) 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 Page 32 of 39 c) the Board of Directors have formed the opinion as specified in clause (x) 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.
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SCHEDULE - II [Regulation 7(i) and Regulation 22(ii)(b)] Disclosures in the Public Announcement for buy-back through tender offer and from odd lot holders and from the open market through book building process Particulars Content Public Announcement i) The Public announcement shall be dated and signed on 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.
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SCHEDULE - III [Regulation 8(i)(a)] Disclosures in the Letter of Offer for buy-back through tender offer and from odd lot holders Particular s Content Letter of Offer The letter of offer shall be dated and signed on 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. 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.
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SCHEDULE - IV [Regulation 16(iv)(b)] Public Announcement for Open Market Buy-Back through Stock Exchange Particulars Content Public Announcement i) The Public announcement shall be dated and signed on 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 buyback;
v) Brief information about the company;
Page 36 of 39 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 Page 37 of 39 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;
Page 38 of 39 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.
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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 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 than or equal to rupees one thousand crore
0.5 per cent of the offer size More than rupees one thousand crore 5,00,00,000/- plus 0.125 per cent of the portion of offer size in excess of rupees one thousand crore The fees shall be payable by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by a demand draft in favour of Securities and Exchange Board of India at Mumbai.
Sd/- AJAY TYAGI CHAIRMAN SECURITIES AND EXCHANGE BOARD OF INDIA