| Sr No. | Regulation | Existing Provisions | Amended Provisions | Analysis/ Impact |
| 1 | 2(i)(g) | | The following sub-regulation has been inserted: (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; | The definition of frequently traded shares has been inserted. |
| 2 | 2(i)(j) | ‘Odd lots’ mean the lots of shares or other specified securities of a company, whose shares are listed on a recognised stock exchange, which are smaller than such marketable lots, as may be specified by the stock exchange; | OMITTED | |
| 3 | 2(i)(l) | – | The following sub-regulation has been inserted: (la)’secretarial auditor’ means an auditor as defined in the Secretarial Standards – I issued by the Institute of Company Secretaries of India. | The definition of secretarial auditor has been inserted. |
| 4 | 4(i) | The maximum limit of any buy-back shall be twenty-five per cent or less of the aggregate of paid-up capital and free reserves of the company [, based on both standalone and consolidated financial statements of the company. Explanation: In respect of the buy-back of equity shares in any financial year, the reference to twenty-five per cent in this regulation shall be construed with respect to its total paid-up equity capital in that financial year; | The following shall be substituted: The maximum limit of any buy-back shall be twenty-five per cent or less of the aggregate of paid-up capital and free reserves of the company, based on both standalone and consolidated financial statements 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 twenty-five per cent and be construed with respect to the total paid-up equity share capital of the company in that financial year. | After the amendment, for calculating the maximum limit of buyback, standalone or consolidated financial statements, whichever sets out a lower amount would be used. This methodology of determining the quantum of the buyback is brought in by SEBI through buyback regulations.
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| 5 | 4(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- be less than or equal to 2:1, based on both standalone and consolidated financial statements of the company: 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 be less than or equal to 2:1, based on both standalone and consolidated financial statements of the company, 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: | The following shall be substituted: 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- be less than or equal to 2:1, based on both standalone and consolidated financial statements of the company 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 be less than or equal to 2:1, based on both standalone and consolidated financial statements of the company 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. | The word “and” is substituted with word “or” in the standalone and consolidated financial statements of the company and out of both whichever sets out a lower amount. |
| 6 | 4(iv)(c) | from odd-lot holders: | OMITTED | Method of buyback through odd lot is withdrawn. |
| 7 | 4(iv) | Provided that the buyback from open market shall be less than fifteen per cent of the paid up capital and free reserves of the company, based on both standalone and consolidated financial statements of the company. | The following shall be substituted: 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: fifteen per cent of the paid up capital and free reserves of the company till March 31, 2023; ten per cent of the paid up capital and free reserves of the company till March 31, 2024; five per cent 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. | SEBI has approved systematic phasing out of open market buybacks. Open market buybacks will be completely phased out from1st April, 2025. Till then 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: — fifteen per cent of the paid up capital and free reserves of the company till 31st March, 2023; ten per cent of the paid up capital and free reserves of the company till 31st March, 2024; five per cent of the paid up capital and free reserves of the company till 31st March, 2025.
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| 8 | 5(i) | The company shall not authorise any buy-back (whether by way of tender offer or from open market or odd lot) unless | the words “or odd lot” shall be omitted; | |
| 9 | 5(i)(b) | Provided that nothing contained in this clause shall apply to a case where the buy-back is, ten per cent or less of the total paid-up equity capital and free reserves of the company5 [, based on both standalone and consolidated financial statements of the company]; and such buy-back has been authorised by the board of directors by means of a resolution passed at its meeting. | The following shall be substituted: Provided that nothing contained in this clause shall apply to a case where the buy-back is, ten per cent or less of the total paid-up equity capital and free reserves of the company5 [, based on both standalone and consolidated financial statements 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. | The word “and” is substituted with word “or” in the standalone and consolidated financial statements of the company and out of both whichever sets out a lower amount. |
| 10 | 5(i)(b) | | The following shall be inserted: after sub-clause (b), the following sub-clause (c) and Explanation shall be inserted, namely: (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). | Consent of lenders is necessary for buyback in case there is a breach of any covenant with such lender. Also, specific mention of the consent of the lender is mandatorily required to be given in the letter of offer.
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| 11 | 5(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 seven days from the date of passing of the resolution. | 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 seven days seven working days from the date of passing of the resolution. | Seven working days were provided as against seven days earlier for filing a copy of the resolution passed at a general meeting under section 68(2) of the Companies Act, 2013 with SEBI and Stock exchanges. |
| 12 | 5(vi) | | The following shall be inserted: (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 | SEBI allows listed entities doing buyback through the tender offer route to increase the maximum buyback price and decrease the number of securities proposed to be bought back till one working day prior to the record date such that there is no change in the aggregate size of buyback. |
| 13 | 5(viii) | | The following shall be inserted: (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. | All filings pertaining to buybacks with SEBI shall be in the electronic mode under the digital signature of the Company Secretary or any person authorized by the Board of Directors of the Company. |
| 14 | 8 | | in the heading, the word ―draft‖ shall be OMITTED. | |
| 15 | 8(i) | The company shall within five working days of the public announcement file the following with the Board | The following shall be substituted: The company shall within five working days of the public announcement file the following two working days from the record date, file the following in electronic mode with the Board | Five working days is replaced with two working days from the record date to file woth the board in electronic mode. |
| 16 | 8(i)(a) | a draft letter of offer, along with a soft copy, containing disclosures as specified in Schedule III through a merchant banker who is not associated with the company. | The following shall be substituted: a letter of offer, containing disclosures as specified in Schedule III, through a merchant banker who is not an associate of the company. | No need of soft copies to be filed. |
| 17 | 8(i)(a) | | The following shall be inserted: (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. | Merchant Bankers, who are not associates of the company, to certify compliance with the Buy-back Regulations in the letter of offer.
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| 18 | 8(i)(c) | fees specified in Schedule V | OMITTED | |
| 19 | 8(i)(c) | | After the omitted sub-clause (c), the following Explanation shall be inserted, namely: Explanation: In case of buy-back through tender offer, no draft letter of offer is required to be filed with the Board. | New clause inserted after the omitted clause. |
| 20 | 8(ii) | | OMITTED | |
| 21 | 9(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 as per sub regulation (i), not later than five working days from the receipt of communication of comments from the Board. | The following shall be omitted: 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 as per sub regulation (i), not later than five working days from the receipt of communication of comments from the Board. | |
| 22 | 9(ii) | Explanation: (a) Letter of Offer may also be dispatched through electronic mode in accordance with the provisions of the Companies Act. (b) On receipt of a request from any shareholder to receive a copy of the letter of offer in physical form, the same shall be provided. (c) The aforesaid shall be disclosed in the letter of offer. | The following shall be substituted: 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 copy of the letter of offer in physical form, the same shall be provided. | Letter of offer to be dispatched through electronic mode in accordance with the provisions of the Companies Act, within 2 working days from the record date and on receipt of a request from any shareholder to receive a copy of the letter of offer in physical form, the same shall be required to be provided. |
| 23 | 9(v) | The date of the opening of the offer shall be not later than five working days from the date of dispatch of the letter of offer. | The following shall be substituted: The date of the opening of the offer shall be not later than five working days from the date of dispatch of the letter of offer four working days from the record date | The date of opening of the offer shall not be later than four working days from the record date.
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| 24 | 9(vi) | The offer for buy-back shall remain open for a period of ten working days. | The following shall be substituted: The offer for buy-back shall remain open for a period of ten five working days. | The offer for buy-back shall remain open for a period of five working days. |
| 25 | 9(xi)(a) | The company shall, as and by way of security for performance of its obligations under the regulations, on or before the opening of the offer, deposit in an escrow account such sum as specified in clause (b). | The following shall be inserted and omitted: The company shall within two working days of the public announcement as and by way of security for performance of its obligations under the regulations, on or before the opening of the offer, deposit in an escrow account such sum as specified in clause (b). | The company shall be required to open an escrow account, within two working days of the public announcement.
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| 26 | 9(xi)(c) | The escrow account referred to in this regulation shall consist of, cash deposited with a scheduled commercial bank, or bank guarantee in favour of the merchant banker, or deposit of acceptable securities with appropriate margin, with the merchant banker, or a combination of (i), (ii) and (iii) | The following shall be inserted and substituted The escrow account referred to in this regulation shall subject to appropriate margin as specified by the Board consist of, cash deposited with a scheduled commercial bank cash including bank deposits deposited with any scheduled commercial bank, or bank guarantee in favour of the merchant banker issued in favour of the merchant banker by any scheduled commercial bank, or deposit of acceptable securities with appropriate margin, with the merchant banker 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 a combination of (i), (ii) and (iii) above | The escrow account shall consist of cash including bank deposits, deposited with any scheduled commercial bank, or; government securities, or; units of mutual funds invested in gilt funds and overnight schemes, or; bank guarantee issued in favour of the merchant banker by any scheduled commercial bank, or; deposit of frequently traded and freely transferable equity shares or other freely transferable securities, or; a combination of the above. The securities mentioned above shall be subject to the appropriate margin as specified by SEBI.
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| 27 | 9(xi)(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 thirty days after the expiry of buyback period. | The following shall be substituted and inserted: 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 thirty days after the expiry of buyback period. thirty 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. | The bank guarantee of merchant banker shall be valid until thirty working days after the expiry of buy-back period or until the completion of all obligations under these regulations, whichever is later. |
| 28 | 9(xi)(g) | In case the escrow account consists of bank guarantee or approved securities, these shall not be returned by the merchant banker till completion of all obligations under the regulations. | The following shall be omitted: In case the escrow account consists of bank guarantee or approved securities, these shall not be returned by the merchant banker till completion of all obligations under the regulations. | |
| 29 | 9(xi)(h) | Where the escrow account consists of bank guarantee or deposit of approved securities, the company shall also deposit with the bank in cash a sum of at least one per cent of the total consideration payable, as and by way of security for fulfillment of the obligations under the regulations by the company. | The following shall be substituted: Where part of the escrow account is in a form other than cash, the company shall deposit with a scheduled commercial bank, in cash, a sum of not less than two and half per cent 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. | sum of not less than two and half per cent of the total amount earmarked for buyback shall deposit with a schedule commercial bank, where a part of the escrow account is in a form other than cash. |
| 30 | 10(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 seven working days of the closure of the offer. | The following shall be substituted: 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 seven five working days of the closure of the offer. | Within five working days, 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. |
| 31 | 11(i) | The company shall extinguish and physically destroy the securities certificates so bought back in the presence of a registrar to issue or the Merchant Banker and the Statutory Auditor within fifteen 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 seven days of expiry of buy-back period. Explanation: The aforesaid period of fifteen days shall in no case extend beyond seven days of expiry of buy-back period. | The following shall be substituted: The company shall extinguish and physically destroy the securities certificates so bought back in the presence of a registrar to issue registrar to an issue or the Merchant Banker and the Statutory Auditor secretarial auditor within fifteen 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 seven days seven working days of expiry of buy-back period. Explanation: The aforesaid period of fifteen days fifteen working days shall in no case extend beyond seven days seven working days of expiry of buy-back period. | Companies will undertake the extinguishment of share certificates and make other closure compliances through the secretarial auditor.
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| 32 | 11(iii)(c) | the statutory auditor of the company This certificate shall be furnished to the Board within seven days of extinguishment and destruction of the certificates | The following shall be substituted: The statutory auditor secretarial auditor of the company Explanation: This certificate shall be furnished to the Board within seven days seven working days of the extinguishment and destruction of the certificates. | closure compliances through the secretarial auditor.
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| 33 | 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. | OMITTED | |
| 34 | 15 | The company shall ensure that at least fifty per cent of the amount earmarked for buy-back, as specified in the resolution of the board of directors or the special resolution, as the case may be, is utilized for buying-back shares or other specified securities. | the existing text shall be numbered as clause (i) | |
| 35 | 15(i) | The company shall ensure that at least fifty per cent of the amount earmarked for buy-back, as specified in the resolution of the board of directors or the special resolution, as the case may be, is utilized for buying-back shares or other specified securities. | The following shall be substituted: The company shall ensure that at least fifty per cent seventy-five per cen 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. | Minimum seventy-five per cent of amount earmarked for open market buyback shall be utilized as against fifty per cent earlier.
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| 36 | 15(i) | | The following shall be inserted after clause (i): (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. | |
| 37 | 16(i) | | The following shall be inserted: after clause (i), the following Explanation shall be inserted: “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.” | |
| 38 | 16(iv)(c) | Simultaneously with the issue of such public announcement, the company shall file a copy of the public announcement with the Board along with the fees specified in Schedule V | The following shall be substituted and inserted: (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.” after sub-clause (c), the following sub-clauses (ca) and (cb) shall be inserted: (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. | Listed entity shall, simultaneously with publishing public announcement as per Regulation 7(i) of SEBI (Buyback of Securities) Regulations, 2018 [i.e. publishing of public announcement in newspapers] 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.
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| 39 | 16(iv)(d) | | The following shall be inserted: after the Explanation appearing after sub-clause (d) of clause (iv), the following clauses (v) and (vi) shall be inserted: (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. | Buyback through the stock exchange route would now be restricted only to companies whose shares are frequently traded.
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| 40 | 17(ii) | | The following shall be substituted: (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. | 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
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| 41 | 20(i) | The company shall, before opening of the offer, create an escrow account towards security for performance of its obligations under these regulations, and deposit in escrow account 25 per cent of the amount earmarked for the buy-back as specified in the resolution of the board of directors or the special resolution, as the case may be. | The following shall be substituted: The company shall, before opening of the offer within two 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 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. | The company shall be required to open an escrow account, within two working days before opening of the offer.
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| 42 | 20(ii) | The escrow account referred to in sub-regulation (i) may be in the form of- cash deposited with any scheduled commercial bank, orbank guarantee issued in favour of the merchant banker by any scheduled commercial bank. | The following shall be inserted: The escrow account referred to in sub-regulation (i) may be subject to appropriate margin as specified by the Board, in the form of- cash deposited with any scheduled commercial bank; or bank guarantee issued in favour of the merchant banker by any scheduled commercial bank.deposit of frequently traded and freely transferable equity shares or other freely transferable securities with appropriate margin with the merchant banker; or government securities; or units of mutual funds invested in gilt funds and overnight schemes; or a combination of the above. | other forms has inserted after sub clause (b) as referred in regulation 20(i) of the escrow account. |
| 43 | 20(iv)(a) | the same shall be in favour of the merchant banker and shall be kept valid for a period of thirty days after the expiry of buyback period of the offer or till the completion of all obligations under these regulations, whichever is later. | The following shall be substituted: the same shall be in favour of the merchant banker and shall be kept valid for a period of thirty days thirty working days after the expiry of buyback period of the offer or till the completion of all obligations under these regulations, whichever is later. | |
| 43 | 20(v) | Where part of the escrow account is in the form of a bank guarantee, the company shall deposit with a scheduled commercial bank, in cash, a sum of at least 2.5 per cent of the total amount earmarked for buy-back as 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. | The following shall be substituted: Where part of the escrow account is in the form of a bank guarantee other than cash, the company shall deposit with a scheduled commercial bank, in cash, a sum of at least 2.5 per cent of the total amount earmarked for buy-back as 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. | Where part of an escrow account is in the form other than cash, making the requirement of depositing cash of at least 2.5% of the total amount earmarked for buy-back uniform across all applicable routes of buy-back.
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| 44 | 21(ii) | The company shall complete the verification of acceptances within fifteen days of the payout. | The following shall be substituted: The company shall complete the verification of acceptances within fifteen days fifteen working days of the payout. | Fifteen days is substituted with “fifteen working days” |
| 45 | 21(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 Statutory Auditor, on or before the fifteenth day of the succeeding month: Provided that the company shall ensure that all the securities bought-back are extinguished within seven days of expiry of buy-back period. | The following shall be substituted: 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 Statutory Auditor secretarial auditor, on or before the fifteenth day of the succeeding month: Provided that the company shall ensure that all the securities bought-back are extinguished within seven days seven working days of expiry of buy-back period. | 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. |
| 46 | 22 | A company may buy-back its shares or other specified securities through the book-building process as provided hereunder: | The following shall be substituted: A company may buy-back its shares or other specified securities from its existing securities holders through the book building process. | |
| 47 | 22 | | The following shall be inserted: After regulation 22, the following regulations 22A, 22B, 22C, 22D and 22E shall be inserted: 22A: Disclosures, filing requirements and timelines for public announcement- 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. The disclosures in the public announcement shall be made in accordance with Schedule II. The book building process shall commence within seven working days from the date of the public announcement. 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. 22B: Offer procedure- 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.The company shall publish the offer opening announcement on the date of commencement of the buy-back. In case of frequently traded securities, the lower end of the price range shall not be less than the higher of: the closing price of the securities of the company on the date of the Notice as specified in Schedule- VI; andthe volume weighted average market price of the shares or other specified securities of the company in the fifteen trading days prior to the date of the intimation of the meeting of the Board of Directors approving the buy-back.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. The buy-back price shall depend upon the price discovered through the bids received from the shareholders within the price range 22 C: Payment to holders of shares or other specified securities- 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. 22D: Retail and Promoter participation 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. Promoters along with their associates shall not be permitted to participate in buy-back through book building 22E: Methodology of acceptance of bids: The buy-back offer shall be kept open for a minimum of two trading days. 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. In the event that, the bids are more than the buy-back size: The price at which hundred per cent of the buy-back size is reached shall be the buy-back price; and 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. 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.Once the public announcement is made, the buy-back shall not be withdrawn or terminated and bids once placed shall not be withdrawn. | |
| 48 | 24(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 seven days of extinguishment and destruction of the certificates. | The following shall be substituted: 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 seven days seven working days of extinguishment and destruction of the certificates. | Seven days is substituted with “seven working days” |
| 49 | 24(vi) | The company shall within two days of expiry of buy-back period issue a public advertisement in a national daily, inter alia, disclosing. | The following shall be substituted: The company shall within two days two working days of expiry of buy-back period issue a public advertisement in a national daily, inter alia, disclosing. | Two days is substituted with “two working days” |
| 50 | 25(x) | a final report is submitted to the Board in the form specified within fifteen days from the date of expiry of buyback period. | The following shall be substituted: a final report in the electronic mode shall be submitted to the Board within fifteen working days from the date of expiry of the buy-back period. | The merchant banker shall ensure that a final report in the electronic mode shall be submitted to the Board within fifteen working days from the date of expiry of the buy-back period. |
| 51 | Schedule I(xi) | | The following shall be inserted: After clause (xi), clause (xii) shall be inserted: (xii) Prior approval obtained from the lenders of the company in case of a breach of any covenant with such lender(s). | |
| 52 | Schedule II | 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. | The following shall be omitted: 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. | |
| 53 | Schedule III | Disclosures in the Letter of Offer for buy-back through tender offer and from odd lot holders. | The following shall be omitted: Disclosures in the Letter of Offer for buy-back through tender offer and from odd lot holders. | |
| 54 | Schedule V | Every merchant banker shall while submitting the offer document or a copy of the public announcement to the Board, pay fees as set out. | The following shall be inserted: 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. | Offer document or a copy of the public announcement to be submitted in electronic mode to the Board by merchant banker. |
| 55 | Schedule VI | | The following shall be inserted: “SCHEDULE VI” METHODLOGY TO BE ADOPTED PRIOR TO THE OPENING OF AN OFFER [Regulation 22A] 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. | |
