SEBI has notified Securities Exchange Board of India (Buy-Back of Securities) Regulations, 2018. 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, 2013.
THE GAZETTE OF INDIA
EXTRAORDINARY
PART –III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, September, 11 2018
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, September 11, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) REGULATIONS, 2018
No. SEBI/LAD-NRO/GN/2018/32. – In exercise of the powers conferred by subsections (1) and (2) of section 11 and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with clause (f) of sub-section (2) of section 68 of the Companies Act, 2013, the Board hereby makes the following regulations, namely:-
CHAPTER I
PRELIMINARY
1. Short title and commencement
(i) These regulations may be called the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018.
(ii) These regulations shall come into force on the date of their publication in the Official Gazette.
2. Definitions
(i) In these regulations, unless the context otherwise requires:—
a) ‘Act’ means the Securities and Exchange Board of India Act, 1992 (15 of 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 Securities and Exchange Board of India 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 of the company 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 Securities and Exchange Board of India (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.
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 Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 and registered under section 12 of the Act;
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;
k) ‘promoter’ means promoter as defined in clause (s) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(l) ‘registrar’ means a registrar to an issue and includes a share transfer agent, registered under section 12 of the Act;
(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 two lakh rupee;
n) ‘specified securities’ includes employees’ stock option or other securities as may be notified by the Central Government from time to time;
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 Securities Contracts (Regulation) Act, 1956 (42 of 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 Securities and Exchange Board of India (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 the Securities Contracts (Regulation) Act, 1956, or Companies Act or any statutory modification or re-enactment thereof, as the case may be.
