Securities and Exchange Board of India (Buy Back of Securities) (Amendment) Regulations, 2001. - S.O. No.1181(E) - SEBI/LGL/40935/2001 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA Notification Mumbai, the 28 th November, 2001 S.O. 1181 (E).-- In exercise of powers conferred by sub-sections (1) and (2) of section 11 and sub-section (1) of 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 77A of the Companies Act, 1956 (1 of 1956), the Securities and Exchange Board of India hereby makes the following regulations to further amend the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, namely :- 1. (i) These regulations shall be called the Securities and Exchange Board of India (Buy Back of Securities) (Amendment) Regulations, 2001. (ii) They shall come into force on the date of their publication in the Official Gazette. 2. In the Securities and Exchange Board of India (Buy Back of Securities) Regulations 1998 (hereinafter referred to as the principal regulations ), (a) after regulation 5, a new regulation 5A shall be inserted as under - (1) Board resolution - 5A.(1) A company, authorised by a resolution passed by the Board of Directors at its meeting, to buy back its securities under first proviso to clause (b) of sub-section (2) of section 77A of the Companies Act, 1956 as inserted by the Companies (Amendment) Ordinance, 2001 (No. 7 of 2001), may buy back its securities subject to the following conditions: (a) before making a public announcement under sub regulation (1) of regulation 8, a public notice shall be given in atleast one English national daily, one Hindi national daily and a regional language daily, all with wide circulation at the place where the registered office of the company is situated, (b) the public notice shall be given within 2 days of the passing of the resolution by the Board of Directors; (c) the public notice shall contain the disclosures as specified in schedule I. (2) A copy of the resolution, passed by the Board of Directors at its meeting, authorising buy back of its securities, shall be filed with the Board and the stock exchanges where the securities of the company are listed, within two days of the date of the passing of the resolution. (b) in regulation 7, (i) after the words the Companies Act and before the words shall contain the disclosures the words or the public notice under sub-regulation (1) of regulation 5A shall be inserted. (ii) after the words regulation 5 and before the words and also the following the words or regulation 5A shall be inserted. (c) in regulation 8, in sub-regulation (1), after the words authorised by a special resolution and before the words shall before buy back the words or a resolution passed by the Board of Directors at its meeting shall be inserted. (d) in regulation 15, in clause (a), for the words The special resolution referred to in regulation 5 the words The special resolution referred to in regulation 5 or the resolution passed by the Board of Directors at its meeting as referred to in regulation 5A shall be substituted. (e) in regulation 17, in sub-regulation (1), in clause (a) after the words The special resolution referred to in regulation 5 the words or the resolution passed by the Board of Directors at its meeting, as referred to in regulation 5A shall be added. (f) in regulation 19, in sub-regulation (1), in clause (a), after the words publicity material and before the words shall contain , the words or public notice referred to in clause (a) of sub-regulation (1) of regulation 5A shall be inserted. 3. In Schedule I of the principal regulations, (a) for the bracket [under regulation 5 (1)] the bracket [under regulation 5 (1) and regulation 5A (1)(c)] shall be substituted. (b) in clause (a) of item (vii), after the words the General Meeting the words or the Meeting of the Board of Directors shall be added. (c) in clause (a) of item (x), after the words the General Meeting and before the words is conveyed , the words or the Meeting of the Board of Directors shall be inserted. 4. In Schedule II of the principal regulations, in item 5, after the words approving the buy back was passed the words or the contents of public notice issued after the passing of the resolution by the Board of Directors authorising the buy back shall be added. 5. In Schedule III of the principal regulations, in item 6, after the words approving the buy back was passed the words or the contents of public notice issued after the passing of the resolution by the Board of Directors authorising the buy back shall be added. [F. No. SEBI/LGL/40935/2001] D. R. MEHTA, Chairman Footnote: 1. Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, the principal regulations, were published in the Gazette of India on November 14,1998, vide G.S.R No. 975 (E). 2. It was subsequently amended on September 21, 1999 by SEBI (Buy Back 16 of Securities) (Amendment) Regulations, 1999 vide S.O. 776 (E).