Regulation 8 - Disclosures, filing requirements and timelines for draft letter of offer - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

Disclosures, filing requirements and timelines for 1 [****] letter of offer 8. (i) The company shall within 2 [ two working days from the record date, file the following in electronic mode ] with the Board: 3 [ (a) a letter of offer, containing disclosures as specified in Schedule III , through a merchant banker who is not an associate of the company. ] 4 [ (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 . 5 [******] 6 [Explanation : In case of buy-back through tender offer, no draft letter of offer is required to be filed with the Board. ] 7 [******] ************ NOTES:- 1. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as:- draft 2. Substituted v ide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as:- five working days of the public announcement file the following , 3. S ubstituted v ide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as:- 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. 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette. 5. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as:- c) fees specified in Schedule V. 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette. 7. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as:- (ii) The Board may provide its comments on the draft letter of offer not later than seven working days of the receipt of the draft letter of offer: Provided that in the event the Board has sought clarifications or additional information from the merchant banker to the buy-back offer, the period of issuance of comments shall be extended to the seventh working day from the date of receipt of satisfactory reply to the clarification or additional information sought: Provided further that in the event the Board specifies any changes, the merchant banker to the buy-back offer and the company shall carryout such changes in the letter of offer before it is dispatched to the shareholders.