Regulation 11 - Extinguishment of certificate and other closure compliances - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

Extinguishment of certificate and other closure compliances: 11. (i) The company shall extinguish and physically destroy the securities certificates so bought back in the presence of a 1 [ registrar to an issue ] or the Merchant Banker and the 2 [ 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 3 [ seven working days ] of expiry of buy-back period. Explanation : The aforesaid period of 4 [ fifteen working days ] shall in no case extend beyond 5 [ seven working days ] of expiry of buy-back period. (ii) The shares or other specified securities offered for buy-back if already dematerialised shall be extinguished and destroyed in the manner specified under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 , and the bye-laws, the circulars and guidelines framed thereunder. (iii) The company shall, furnish a certificate to the Board certifying compliance as specified in sub-regulation (i) above, and duly certified and verified by: a) the registrar and whenever there is no registrar, by the merchant banker; b) two directors of the company, one of whom shall be a managing director, where there is one; and c) the 6 [ secretarial auditor ] of the company, 7 [Explanation : This certificate shall be furnished to the Board within seven working days of the extinguishment and destruction of the certificates. ] (iv) The company shall furnish the particulars of the securities certificates extinguished and destroyed under sub-regulation (i), to the stock exchanges where the shares of the company are listed within seven days of extinguishment and destruction of the certificates. (v) Where a company buys back its shares or other specified securities under these regulations, it shall maintain a register of the shares or securities so bought, the consideration paid for the shares or securities bought back, the date of cancellation of shares or securities, the date of extinguishing and physically destroying the shares or securities and such other particulars as may be prescribed in sub-section (9) of section 68 of the Companies Act . *************** NOTES:- 1. Substituted 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:- registrar to issue 2. Substituted 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:- Statutory Auditor 3. Substituted 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:- seven days 4. Substituted 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:- fifteen days 5. Substituted 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:- seven days 6. Substituted 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:- Statutory Auditor 7. Substituted 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:- This certificate shall be furnished to the Board within seven days of extinguishment and destruction of the certificates.