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Discussion Paper on Review of SEBI (Buyback of Securities) Regulations, 1998 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Background and Need for review

1. SEBI had entrusted the work of reviewing the SEBI (Buyback of Securities) Regulations, 1998 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to Shri. P. K. Malhotra, former Member, Securities Appellate Tribunal and former Secretary, Ministry of Law and Justice (‘Expert’). The scope of the said review exercise was simplifying the language, removing redundant provisions and inconsistencies, aligning with provisions of the latest Companies Act, 2013/ other new SEBI Regulations, and incorporating the circulars, FAQs and informal guidance in the regulations, without making any policy change.

2. In line with the aforesaid mandate, the review was undertaken by the expert. Pursuant to the review exercise, a significant number of provisions as outlined under Section 68 and 70 of the Companies Act, 2013 are proposed to be incorporated in the Buy-back Regulations to make it self-contained and more comprehensive. Further, existing provisions have also been re-structured and re-sequenced to give a better flow. Consequent upon these changes, it is proposed to re-frame an entirely new set of Buy-back Regulations in lieu of the extant 1998 version of the regulations. Further, in respect of the Takeover Regulations, amendments have been proposed in the existing set of regulations which includes a proposal related to extending the time period for making upward revision of offer price.

3. Accordingly, the draft SEBI (Buyback of Securities) Regulations, 2018 is enclosed at Annexure-I and the draft amendment notification for amending the SEBI

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 is enclosed at Annexure-II.

Public comments:

4. Considering the implications of the instant matter on the market participants, public comments on the draft buyback regulations enclosed at Annexure-I and draft takeover regulations amendment notification enclosed at Annexure-II are solicited. Specific comments/ suggestions as per the format given below would be highly appreciated:


5. Such comments may please be e-mailed to bbsast2018@sebi.gov.in or sent by post at the following address latest by April 15, 2018:

Shri. Rajesh Gujjar
Deputy General Manager
Corporation Finance Department
Division of Corporate Restructuring
Securities and Exchange Board of India
SEBI Bhavan
Plot No. C4-A, “G” Block
Bandra Kurla Complex
Bandra (East), Mumbai – 400 051
Phone: +912226449232

Issued on: March 28, 2018

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