Regulation 19 - Obligations of the company - Securities and Exchange Board of India (Buy Back Of Securities) Regulations, 1998

CHAPTER V GENERAL OBLIGATIONS Obligations of the company 19. (1) The company shall ensure that,- (a) the letter of offer, the public announcement of the offer or any other advertisement, circular, brochure, publicity material 1 [***] shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accepts the responsibility for the information contained in such documents; (b) the company shall not issue any 2 [shares or other specified securities] including by way of bonus till the date of closure of the offer made under these regulations; (c) the company shall pay the consideration only by way of cash; (d) the company shall not withdraw the offer to buy-back after the draft letter of offer is filed with the Board or public announcement of the offer to buy-back is made; (e) the promoter or the person shall not deal in the 3 [shares or other specified securities] of the company in the stock exchange 4 [or off-market, including interse transfer of shares among the promoters] during the period 5 [from the date of passing the resolution under regulation 5 or regulation 5A till the closing of the offer.] 6 [(f) the company shall not raise further capital for a period of one year from the closure of buy-back offer, except in discharge of its subsisting obligations.] (2) No public announcement of buy-back shall be made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act. (3) The company shall nominate a compliance officer and investors service centre for compliance with the buy-back regulations and to redress the grievances of the investors. (4) The particulars of the 7 [security certificates] extinguished and destroyed shall be furnished by the company to the stock exchanges where the 8 [shares or other specified securities] of the company are listed within seven days of extinguishment and destruction of the certificates. (5) The company shall not buy-back the locked-in 9 [shares or other specified securities] and non-transferable 10 [shares or other specified securities] till the pendency of the lock-in or till the 11 [shares or other specified securities] become transferable. (6) 12 [***] (7) The company shall within two days of the completion of buy-back issue a public advertisement in a national daily, inter alia, disclosing: (i) number of 13 [shares or other specified securities] bought; (ii) price at which the 14 [shares or other specified securities] bought; (iii) total amount invested in the buy-back; (iv) details of the 15 [security-holders] from whom 16 [shares or other specified securities] exceeding one per cent of total 17 [shares or other specified securities] were bought back; and (v) the consequent changes in the capital structure and the shareholding pattern after and before the buy-back. (8) The company in addition to these regulations shall comply with the provisions of buy-back as contained in the Companies Act and other applicable laws. ********* 1 The words or public notice referred to in clause (a) of sub-regulation (1) of regulation 5A omitted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. 2 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 3 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 4 Inserted by SEBI (Buy-back of Securities) (Amendment) Regulations, 2013 w.e.f. 08-08-2013. 5 Substituted. ibid. 6 Inserted. ibid. 7 Substituted for the words share certificates by the by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 8 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 9 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 10 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 11 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 12 Sub-regulation (6) omitted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21- 09-1999. Prior to its omission, sub-regulation (6) read as follows: Where the shares have been bought back otherwise than out of the proceeds of an earlier issue other than a fresh issue of shares made specifically for the purpose of buy-back then a sum equal to the nominal value of shares bought back out of free reserves shall be transferred to reserve account to be called the capital buyback reserve account. provided that the capital buy back reserve account may be applied by the company in paying up un-issued shares of the company to be issued to members of the company as fully paid bonus shares. 13 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 14 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 15 Substituted for the word shareholders by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 16 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 17 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999.