Buy Back of Specified Securities by a Listed Entity

Sr.
Governing Provisions:
No.
1. Section 68, 69 & 70 of Companies Act, 2013 (CA, 2013)
Rule 17 of Companies (Share Capital and Debentures) Rules, 2014
2.
Rule 24 of Companies (Management and Administration) Rules, 2014
3. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR)
4. SEBI (Buy-Back Of Securities) Regulations, 2018 (Regulation or Buyback Regulations)
5. SEBI (Prohibition of Insider Trading) Regulations, 2015(PIT Reg, 2015 or Insider Regulations)
6. Secretarial Standards 1 & 2 (SS-1 and SS-2)
7. SEBI, NSE, BSE & MCA Circulars (Circulars)
8. MCA Notifications (Notification)

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 Buy Back of Shares/ Specified Securities where Shareholders' approval required

Reg. 3:Applicability of SEBI (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.
Explanation: For the purposes of these regulations, the term “shares” shall include equity shares having superior voting rights.

Meaning:

Buy Back of Shares or specified securities:

A buy-back of shares/ specified securities means a purchase of by a company of its own shares or specified securities. [Hereinafter referred as
'Shares']

Regulation means Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018. [Hereinafter referred as 'Reg.']

Definition:
Specified Securities:[Ref: Explanation I to Section 68 & Reg. 2(i)(n) and Reg. 3]
For the purposes of this section and section 70, "specified securities" includes employees' stock option or other securities as may be notified by
the Central Government from time to time.
The term “shares” shall include equity shares having superior voting rights.

Free Reserves: [Ref: Explanation II to Section 68]

For the purposes of this section, "free reserves" includes securities premium account.

Company: [Ref: Reg. 2 (i) (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;

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 Requirements of Buy back:
1. To return surplus cash not required by the Company to securities holders.
2. To increase promoters holding in the Company.
3. To decrease the chances of a hostile takeover.
4. To increase Earning per Share (EPS).

Provisions applicable on Buy back:

Unlisted Companies Listed Companies

1. Companies Act: Section 68, 69 and 70 1. SEBI (Buy-Back of Securities) Regulations, 2018
2. Rules: Rule 17 of the Companies (Share Capital and Debentures) 2. Companies Act: Section 68, 69 and 70
Rules, 2014 3. Rules: Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014

Sources available for Buy back:

Companies Act, 2013 [Ref: Section 68(1)]
1. Free Reserves or
2. Securities Premium Account or
3. Proceeds of the issue of any shares or other specified securities.
Note: No buy-back of any kind of shares or other specified
securities shall be made out of the proceeds of an earlier issue of
the same kind of shares or same kind of other specified securities.
Buyback Reg. 2018 [Ref: Reg. 4(viii)]
A company may undertake a buy-back of its own shares or other specified
securities out of—
(a) its free reserves;
(b) the securities premium account; or
(c) the proceeds of the issue of any shares or other specified securities:
Provided that no such buy-back shall be made out of the proceeds of an earlier
issue of the same kind of shares or same kind of other specified securities.

Conditions/ pre-requisites for Buy back

Companies Act, 2013 [Ref: Section 68(2)] Buyback Reg. 2018 [Ref: Reg. 4 & 5]
Authorization by Articles of Association (AOA). a) The company shall not authorize any buy-back (whether by way of tender
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 Board Resolution at BoD Meeting is required for buy-back is
up to 10% of the aggregate of total paid up equity capital and
free reserves.
Special Resolution will be required if a company wants to buy
back more than 10% of the aggregate of the paid up capital
(equity and preference) and free reserves.
Buy back of equity shares only, the buy back in any
financial year shall not exceed 25 % of the paid up equity
capital.
Debt (secured and unsecured)-Equity Ratio post buy back
is ≤ 2:1.
iii.
All shares or other specified securities for buy back are fully
paid up.
b) Maximum limit of any buy-back shall be twenty-five per cent or less of the
Provided that no offer of buy-back under this sub-section
shall be made within a period of 1 year from the date of the
closure of the preceding offer of buy-back, if any.
c) The ratio of the aggregate of secured and unsecured debts owed by the
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offer or from open market unless:
i. The buy-back is authorized by the company's articles;
ii. A special resolution has been passed at a general meeting of the
company authorizing the buy-back:
Provided that nothing contained in this clause shall apply to a case
where the buy-back is, ten per cent or less of the total paid-up equity
capital and free reserves of the company based on the standalone or
consolidated financial statements of the company, whichever sets out a
lower amount]; and such buy-back has been authorized by the board of
directors by means of a resolution passed at its meeting.
It has obtained the prior consent of its lenders in case of a breach of any
covenant with such lender(s).
aggregate of paid-up capital and free reserves of the company based on the
standalone or consolidated financial statements of the company, whichever
sets out a lower amount.
Explanation: In respect of the number of equity shares bought back in any
financial year, the maximum limit shall be twenty-five per cent and be
construed with respect to the total paid-up equity share capital of the
company in that financial year.
company to the paid-up capital and free reserves after buy-back shall,-
i. be less than or equal to 2:1, based on 8[the standalone or consolidated
financial statements of the company, whichever sets out a lower amount;
Provided that if a higher ratio of the debt to capital and free reserves for
the company has been notified under the Companies Act, 2013, the same
shall prevail;
ii. be less than or equal to 2:1, based on 9[the standalone or consolidated
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 financial statements of the company, whichever sets out a lower
amount], after excluding financial statements of all subsidiaries that are
non-banking financial companies and housing finance companies
regulated by Reserve Bank of India or National Housing Bank, as the
case may be:
Provided that buy-back of securities shall be permitted only if all such
excluded subsidiaries have their ratio of aggregate of secured and
unsecured debts to the paid-up capital and free reserves of not more than
6:1 on standalone basis.
d) All shares or other specified securities for buy-back shall be fully paid-up.
e) A company shall not buy-back its shares or other specified securities so as to
delist its shares or other specified securities from the stock exchange.
f) A company shall not buy-back its shares or other specified securities from
any person through negotiated deals, whether on or off the stock exchange
or through spot transactions or through any private arrangement.
g) A company shall not make any offer of buy-back within a period of one year
reckoned from the date of expiry of buyback period of the preceding offer of
buy-back, if any.
h) A company shall not allow buy-back of its shares unless the consequent
reduction of its share capital is effected.
i) No company shall directly or indirectly purchase its own shares or other
specified securities:
(a) through any subsidiary company including its own subsidiary
companies;
(b) through any investment company or group of investment companies; or
(c) if a default is made by the company in the repayment of deposits
accepted either before or after the commencement of the Companies Act,
interest payment thereon, redemption of debentures or preference shares or
payment of dividend to any shareholder, or repayment of any term loan or
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 interest payable thereon to any financial institution or banking company:
Provided that the buy-back is not prohibited, if the default is remedied and a
period of three years has lapsed after such default ceased to subsist.
j) Every buy-back shall be completed within a period of one year from the date
of passing of the special resolution at general meeting, or the resolution
passed by the board of directors of the company, as the case may be.
k) Where the buy-back is from open market either through the stock exchange
or through book building, the resolution of board of directors shall specify
the maximum price at which the buy-back shall be made:
Provided that where there is a requirement for the Special Resolution as
specified in clause (b) of sub-regulation 1 of regulation 5 of these
Regulations, the special resolution shall also specify the maximum price at
which the buy-back shall be made.
l) In case of a buy-back through tender offer, the Board of Directors of the
company may, till one working day prior to the record date, increase the
maximum buy-back price and decrease the number of securities proposed to
be bought back, such that there is no change in the aggregate size of the
buy-back.
m) No insider shall deal in shares or other specified securities of the company
on the basis of unpublished price sensitive information relating to buy-back
of shares or other specified securities of the company.

Transfer of certain Sums to Capital Redemption Reserve (CRR) Account:[Ref: Section 69(1) &(2)]

Where a company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares
so purchased shall be transferred to the Capital Redemption Reserve (CRR) Account.
The capital redemption reserve account may be applied by the company, in paying up unissued shares of the company to be issued to
members of the company as fully paid bonus shares.

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 Methods of Buy Back:[Ref: Section 68(5)] & Reg. 4 (iv)
From the existing shareholders or security holders on a proportionate basis;
From the open market; [Open Market- (i) book-building process; (ii) Stock Exchange]
By purchasing the securities issued to employees of the company pursuant to a scheme of stock option or sweat equity.

Prohibition for Buy-Back in Certain Circumstances: [Ref: Section 70(1) &(2)]

No company shall directly or indirectly purchase its own shares or other specified securities-
(a) through any subsidiary company including its own subsidiary companies;
(b) through any investment company or group of investment companies; or
(c) if a default, is made by the company, in the repayment of deposits accepted either before or after the commencement of this Act, interest
payment thereon, redemption of debentures or preference shares or payment of dividend to any shareholder, or repayment of any term loan or
interest payable thereon to any financial institution or banking company:)
Provided that the buy-back is not prohibited, if the default is remedied and a period of three years has lapsed after such default ceased to
subsist.
No company shall, directly or indirectly, purchase its own shares or other specified securities in case such company has not complied with the
provisions of sections 92, 123, 127 and section 129.

Methods of Buy Back:

Through Tender offer Through Open Market

From the open market through:
From the existing share holders or other specified securities holders on a a) Book-Building process,
proportionate basis. b) Stock Exchange
Provided that fifteen per cent of the number of securities which the company However, that the buy-back from the open market through stock
proposes to buy-back or number of securities entitled as per their exchanges, based on the standalone or consolidated financial
shareholding, whichever is higher, shall be reserved for small shareholders. statements of the company, whichever sets out a lower amount,
shall be less than:
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 a) 10% (ten per cent) of the paid up capital and free reserves of the
company till March 31, 2024;
b) 5% (five per cent) of the paid up capital and free reserves of the
company till March 31, 2025.
Provided further that buy-back from the open market through the
stock exchange shall not be allowed with effect from April 1, 2025.

Buyback period: [Ref: Reg. 2(i) (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;

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 Procedure for Buy Back of Shares or Specified Securities through Tender offer

1. Obtain authorization from Articles of Association (AoA):[Ref: Section 68(2(a) read with Reg. 5(1)]
If authorization is not available, then pass Special Resolution (SR) to alter/ add entry in AOA, because relevant Article/Entry no. of AOA, will be
required while filing of form SH-8.

2. Availability of Financial Statements/ Accounts for computation of amount/ quantity of shares to be bought back:
The Financial Statements/ Accounts should be audited and not more than six months old from the date of offer document and in case of un-audited
accounts not older than six months from the date of offer document which are subjected to limited review by the auditors of the company.

3. Computation of maximum limit for buy back of shares:[Paid-up Equity Capital (PEC), Free Reserves (FR) & Paid-up
Capital( PC) [Equity+ Preference][Ref: Section 68(2) & Reg. 4]
Conditions where only Board Resolution is required Conditions where both Board and Special Resolution is required

(A) Upto 10% of total PEC+FR
(B) Board Resolution passed at Meeting of Board
(A) Upto 25% of PEC [Equity shares]
(B) Upto 25% of PC+FR [Other than Equity shares]
(C) Resolution passed at General Meeting of Members/Shareholders
(D) Ratio of Debt (secured and unsecured debts) upto 2 times of
PC+FR[Required to be disclosed in form SH-11 (Return of Buy Back]
(E) All shares or other specified securities for buy-back are fully paid-up.
(F) Other conditions mentioned in rule 17.

4. Issue notice of Board Meeting:[Ref: Section 173(3)& SS-1]

The Company has to issue 07 days’ notice or shorter notice, for convening a board meeting to pass a board Resolution for authorization of buy back of
shares, decide "Cut-Off Date" for sending notice to the Members and approve notice of General Meeting/ Postal Ballot, as the case may be.
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5. Closure of Trading Window: [Reg. 9 and Sch. B of PIT Reg. 2015]
The Company is required to intimate about the closure of trading window to Stock Exchange(s).

6. Prior Intimation of Board Meeting: [Ref: Reg. 29(1) of LODR, 2015]

The Company has to give prior intimation at least 02 working days excluding the date of the intimation and date of the meeting to Stock Exchange
about the meeting of the board of directors scheduled to be held for authorization for buy back of shares.

7. Convene a Board Meeting: [Ref: Section 174& SS-1]

The Company has to convene BoD Meeting for passing a board Resolution for authorization of buy back and approve notice of general meeting, if any,
and decide "Cut-Off Date" for sending notice to the Members.

8. Submission of Outcome of BoD Meeting:[Ref: Reg. 30 read with Stock Exchanges’ circulars] [Pdf Mode]
The Company has to submit the outcome of BoD Meeting with the Stock Exchange(s), within 30 minutes from conclusion of BoD Meeting.

9. Advertisement in newspapers regarding GM being held through VC/OAVM facility& e-voting facility:[Ref: MCA
Circulars dated 05.05.2020, 08.04.2020 & 13.04.2020]
The Company has to cause a public notice by way of an advertisement to be published, before sending the notice of General Meeting for the meeting,
but at least twenty-one days before the date of general meeting, at least once in a vernacular newspaper in the principal vernacular language of the
district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in
an English newspaper having country-wide circulation.

10. Submission of Newspapers’ copies to Stock Exchange(s):[Ref: Reg. 30(6) read with para 12 of part A Sch. III read with
Annexure-II of SEBI Circular dated 13.07.2023] [Pdf mode]
The Company has to submit copies of newspapers publication, within 12 hours from publication to Stock Exchange(s).

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11. Issue notice of General Meeting/ Postal Ballot along with explanatory statements: [Ref: Sec. 101, 110 and rule 18, 20 & 22
of Companies (Management and Administration) Rules, 2014, SS-2 and Reg. 44 of LODR 2015] [Pdf mode]
The Company has to issue not less than clear 21 days’ notice (shorter notice, if any) of General, to Members available as on “Cut off” date decided
by the Company.[In case of approval is being obtained through Postal ballot process then, 30 days’ notice, including the date of dispatch of
notice, is applicable].

12. Update website of Company: [Ref: Reg. 46(3) read with reg. 30(8) of LODR, 2015] [Pdf mode]
The Company has to update its website within 02 work days of change in its contents.

13. Advertisement in newspapers regarding completion of dispatch of notice: [Ref: Sec. 108, 110 and rule 20 &22 of
Companies (Management and Administration) Rules, 2014 read with Reg. 47 of LODR, 2015]
The Company has to advertise in at least 02 newspapers, once in a vernacular newspaper in the principal vernacular language of the district in which
the registered office of the company is situated and once in English language in an English newspaper having country-wide circulation, immediately
on completion of dispatch of notice.

14. Submission of Newspapers’ copies to Stock Exchange(s): [Ref: Regulation 30(6) read with para 12 of part A Schedule III
read with Annexure-II of SEBI Circular dated 13.07.2023] [Pdf mode]
The Company has to submit copies of newspapers publication, within 12 hours from publication to Stock Exchange(s).

15. Prior intimation of e-voting facility provided through SMS/ Email by listed entities: [Ref: Chapter VI-C of SEBI Master
Circular dated 11.07.2023][SEBI Master Circular covers AGM only, however, circulars of NSDL/ CDSL covers both
AGM & EGM]
The depository shall send SMS/ email alerts to the demat account holders, atleast 02 days prior to the date of the commencement of e-voting. [This
facilities shall be available to all individual shareholders holding the securities in demat mode]

16. Convene General Meeting/ Postal Ballot and pass Special Resolution: [Ref: Section 68(2)(b) read with Reg. 5(i)(b)]
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 The Company has to pass special resolution(s) for approval of buy back of shares and alteration of Articles of Association (AOA), if any required.

17. Submission of outcome of General Meeting/ Proceedings of General Meeting or Outcome of Postal Ballot: [Ref: Reg.
30(6) read with Schedule III(A)(13) read with Annexure-II of SEBI Circular dated 13.07.2023] [Pdf mode]
The Company has to submit the proceedings of General Meeting including brief details of items deliberated and results thereof and manner of approval
proposed for certain items (e-voting etc.) within 12 hours of conclusion of General Meeting/ Postal Ballot.

18. Submission of Voting Results:[Ref: Reg. 30 read with 44(3) of LODR, 2015 [XBRL mode only]
The Company has to submit voting results along with Scrutinizer’s Report, within 02 working days from conclusion of its General Meeting/ Postal
Results to Stock Exchange(s).

19. File form MGT-14 to RoC:[Ref: Section 117 read with rule 24 of the Companies (Management and Administration) Rules,
2014]
The Company has to file form MGT 14 to RoC, within 30 days of passing of resolution in general meeting. This form has to be filed first, because
SRN of form MGT-14 will be required in filing of form SH-8.

20. File form SH-8 (Letter of Offer) to RoC:[Ref: Section 68(2) read with rule 17(2)]
The Company has to file e-form SH -8 (Letter of Offer) with RoC, before buy back of securities.

21. File form SH-9 (Declaration of solvency) to RoC:[Ref: Section 68(6) read with rule 17(3)]
The Company has to file form SH -9 (Declaration of solvency), along with an affidavit signed by two directors, one of whom shall be managing
director, if any, with ROC, before making Buy Back offer.

22. Submission of form SH-9 (Declaration of solvency) to SEBI :[Ref: Section 68(6) read with rule 17(3)]
The Company has to file form SH -9 (Declaration of solvency), along with an affidavit signed by two directors, one of whom shall be managing
director, if any, to SEBI, before making Buy Back offer.
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23. Submission of Special Resolution (SR) with Stock Exchange(s): [Ref: Reg. 5(v] [02 working days, in case where only Board
Resolution is required]
The Company has to submit/ file Special Resolution within 07 working days from the date of passing of the resolution with Stock Exchange(s).

24. Prior Intimation of Record Date: [Ref: Reg. 42 of LODR, 2015]

The Company has to give prior intimation at least 07 working days excluding the date of the intimation and record date to Stock Exchange about the
record date.

25. Submission of document for Corporate Action to RTA

The Company has to submit an application along with documents for execution of Corporate Action in Depositories System (NSDL& CDSL),to RTA.

26. Execution of Corporate Action by RTA:

The RTA has to execute corporate action (Debit) in Depositories (NSDL & CDSL) System for all eligible members as on record date.

27. Certificate of Confirmation from NSDL/ CDSL:

The NSDL/ CDSL has to share a certificate upon completion of corporate action (Debit) in Depositories (NSDL & CDSL) System.

28. Public Announcement in 2 Newspapers: [Ref: Reg. 7(i)] ] [Pdf mode]

The Company has to make a public announcement within 02 working days from the date of declaration of results of the postal ballot for special
resolution in at least one English National Daily, one Hindi National Daily and one Regional language daily, all with wide circulation at the place
where the Registered Office of the company is situated including specifying Record date for the purpose of determining the entitlement and the
names of the security holders, who are eligible to participate in the proposed buy-back offer.

Explanation: The public announcement shall disclose that the dispatch of the letter of offer, shall be through electronic mode in accordance
with the provisions of the Companies Act, within two working days from the record date and that in the case of receipt of a request from any
shareholder to receive a copy of the letter of offer in physical form, the same shall be provided.

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29. Submission of Public Announcement with Stock Exchange(s): [Ref: Reg. 7(ii)]
The Company is required to file a copy of the public announcement in electronic mode to Stock Exchange(s), simultaneously.

30. Update website of Company: [Ref: Reg. 7(iv) read with reg. 46(3) read with of LODR, 2015] [Pdf mode]
The Company has to update its website within 02 working days.

31. Opening of Escrow Account: [Ref: Reg. 9(xi)]

The Company has to open an escrow account with 02 working days of Public Announcement (PA) and deposit such amount as calculated and
empower the merchant banker to instruct the bank to make payment the amount lying to the credit of the escrow account, as provided under these
regulations.

32. Amount to be deposited in Escrow Account for Buy Back of shares : [Ref: Reg. 9(xi) (b)]
a) if the consideration payable is upto Rupees 100 Cr.-25 per cent of the consideration payable
b) if the consideration payable is exceeds Rupees 100 Cr.-25 per cent upto 100 Cr. and 10 per cent thereafter.

33. Dispatch of Letter of Offer (Through E-mode): [Ref: Explanation to Reg. 9(ii]
The Company has to dispatch Letter of Offer (LOF) through e-mode to security holders available as on record date, within 02 working days from
record date. [However, in the case of receipt of a request from any shareholder to receive a copy of the letter of offer in physical form, the
same shall be provided.]

34. Opening date of Offer: [Ref: Reg. 9(v)]

The Company has to open the offer, not later than within 04 working days from record date.

35. Offer to be remained open: [Ref: Reg. 9(vi)]

The offer shall remain open for a period of 05 working days.

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36. Opening of a Special Account with Banker to issue: [Ref: Reg. 10(i)]
The Company has to open a Special Account with Banker to issue, immediately after the date of closure of the and deposit therein ninety per cent of
the amount lying in the escrow account.

37. Verifications of offers received and make payment of consideration: [Ref: Reg. 10(ii)]
The Company shall complete the verification of offers received and make payment of consideration to those holders of securities whose offer has been
accepted and return the remaining shares or other specified securities to the securities holders within 05 working days of the closure of the offer.

38. Extinguish and physically destroy of securities certificate: [Ref: Reg. 11(i)]
The company shall extinguish and physically destroy the securities certificates so bought back in the presence of a registrar to an issue or the
Merchant Banker and the 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 seven working days of expiry of buy-back period.
Explanation: The period of 15 working days shall in no case extend beyond 07 working days of expiry of buy-back period.

39. Public Advertisement -Post Buy Back: [Ref: Reg. 24(vi)]

The Company has to issue a Public Advertisement within 02 working days of expiry of buy-back period, in at least one English National Daily, one
Hindi National Daily and one Regional language daily, all with wide circulation at the place where the Registered Office of the company is situated,
disclosing number of shares or other specified securities bought; price at which the shares or other specified securities bought; total amount invested in
the buy-back; details of the securities holders from whom shares or other specified securities exceeding one per cent of total shares or other specified
securities were bought back; and the consequent changes in the capital structure and the shareholding pattern after and before the buy-back.

40. Submission of Newspapers’ copies to Stock Exchange(s):[Ref: Reg. 30(6) read with para 12 of part A Sch. III read with
Annexure-II of SEBI Circular dated 13.07.2023] [Pdf mode]
The Company has to submit copies of newspapers publication, within 12 hours from publication to Stock Exchange(s).

41. Submission of Compliance Certificate to SEBI and Stock Exchange(s): [Ref: Reg. 11(iii) & (iv)]
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 The Company has to submit Compliance Certificate to SEBI and Stock Exchange(s), within 07 working days of the extinguishment and destruction of
the certificates.

42. Final Report with SEBI by Merchant Banker: [Ref: Reg. 25(x)]
The Merchant Banker appointed by the Company shall submit to the Board within 15 working days from the date of expiry of the buy-back period.

43. Restriction on further issue of securities: [Ref: Section 68(8)]

The company shall not issue make a further issue of the same kind of shares or other securities including allotment of new shares under section 62(1)(a)
Right issue or other specified securities within a period of six months except by way of a bonus issue or in the discharge of subsisting obligations
such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares.

44. Return of Buy Back in form SH-11 with RoC:[Ref: Section 68(10) read with rule 17(13) & (14)]
The company shall within 30 days, after the completion of the buy-back (after Payment /return to shareholders), file with the RoC a return in the form
No. SH-11 along a declaration signed by two directors of the company including the managing director, if any, certifying that the buy-back of
securities has been made in compliance with the provisions of the Act and the rules made thereunder..

45. Submission of form SH-11 (Return of Buy Back) to SEBI :[Ref: Section 68(10) read with rule 17(3) & (14)]
The Company has to submit form SH-11 (Return of Buy Back), within 30 days, after the completion of the buy-back to SEBI, along a declaration
signed by two directors of the company including the managing director, if any, certifying that the buy-back of securities has been made in compliance
with the applicable laws.

46. Register of Buy back in form SH-10:[Ref: Section 68(2) read with rule 17(12)]
The company shall maintain a register of shares or other securities which have been bought-back in Form No. SH.10.

47. Completion time of Buy back:

Buy Back process shall be completed within a period of one year from the date of passing of the special resolution.
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 List of Documents required for Buy Back of Shares through Tender Offer (NSDL)

1. Certified true copies of Shareholders’ and Board Resolution approving the buyback of shares.
2. Copy of offer document\ terms of offer.
3. Transaction statement from the Depository Participant for the buy-back account.
4. Corporate Action Information Form (for extinguishment) as per the format.
5. Capital of the company, pre and post extinguishment in amount (this should include details of shares extinguished in the physical form as
well).
6. Stamp Duty - In case of Demat buyback of shares Stamp duty should be paid through DPID Client ID of escrow demat account opened by
the Issuer.
7. Corporate action and Document processing fees.
8. Name confirmation letter from RTA.

List of Documents required for Buy Back of Shares through Tender Offer (NSDL)

1. Corporate Action information in the prescribed format.

2. Certified copy of the Board Resolution approving the allotment.
3. Certified copy of the Shareholders Resolution passed in AGM/ EGM approving the allotment.
4. Certified copy of Public Announcement published in the newspaper for the buy-back of securities (If Applicable).
5. Certified copy of Letter of Offer(If Applicable).
6. Certified true copy of stock exchange notice in case of buy back through exchange mechanism.
7. Electronic debit/credit through the CDSL system will attract charges @ Rs. 10/- per debit/credit, subject to a minimum of Rs. 1,000/-, plus
18% GST.
8. Corporate Action processing fees @ Rs. 20,000/- plus 18% GST. (This is applicable for listed equity shares - Onetime payment).
Payment to be made by Cheque / Demand Draft / Online mode in favor of Central Depository Services (I) Ltd. payable at Mumbai. CLICK
HERE for CDSL Bank details.
By Yogesh Sharma Mob: 9992737013 Email id:yogeshsharma37013@gmail.com
 Links of all circulars mentioned under this assignment:
BSE:
NSE:
NSE Master Circular dt. 29.04.2024:
BSE Master Circular dt. 30.04.2024:
SEBI Master Circular dt. 11.07.2023:
SEBI Circular dt. 13.07.2023:
https://www.bseindia.com/downloads1/formalities.zip
https://www.bseindia.com/downloads1/formalities.zip
https://nsearchives.nseindia.com/web/sites/default/files/inline-files/NSE_circular_290424_0.zip
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240430-5
https://www.sebi.gov.in/legal/master-circulars/jul-2023/master-circular-for-compliance-with-the-provisions-
of-the-securities-and-exchange-board-of-india-listing-obligations-and-disclosure-requirements-regulations-
2015-by-listed-entities_73795.html
https://www.sebi.gov.in/legal/circulars/jul-2023/disclosure-of-material-events-information-by-listed-entities-
under-regulations-30-and-30a-of-securities-and-exchange-board-of-india-listing-obligations-and-disclosure-
requirements-regulations-201-_73910.html

Refer practical case: M/s BSE Limited & M/s Bajaj Consumer Care Limited

Thank you so much & best wishes for future

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Shree Radhe Krishna…
By Yogesh Sharma Mob: 9992737013 Email id:yogeshsharma37013@gmail.com