TaxTMI 
TaxTMI 
TaxTMI 
Securities And Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2012.
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.... new clause shall be inserted, namely:- '(la) 'small shareholder' means a shareholder of a listed company, who holds shares or other specified securities whose market value, on the basis of closing price of shares or other specified securities, on the recognised stock exchange in which highest trading volume in respect of such security, as on record date is not more than two lakh rupee;' (b) after clause (o), the following new clause shall be inserted, namely:- '(p) 'working day' means any working day of the Board.' (ii) In regulation 5, in sub-regulation (1) words and figures 'Schedule I' shall be substituted with the words and figures 'Schedule II, Part A'. (iii) regulation 5A shall be substituted with the following, namely:- Board resolution. "5A. A company, authorized by a resolution passed by the Board of Directors at its meeting to buy back its shares or other specified 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) Act, 2001, shall file a copy of the resolution, with the Board and the stock exchanges, where the shares or other specified securities of ....
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....hanges, the merchant banker to the buyback offer and the company shall carryout such changes in the letter of offer before it is dispatched to the shareholders." (vii) regulation 9, shall be substituted with the following, namely:- "(1) A company making a buyback offer shall announce a record date for the purpose of determining the entitlement and the names of the security holders, who are eligible to participate in the proposed buyback offer. (2) The letter of offer along with the tender form shall be dispatched to the security holders who are eligible to participate in the buyback offer, not later than five working days from the receipt of communication of comments from the Board. (3) The date of the opening of the offer shall be not later than five working days from the date of dispatch of letter of offer. (4) The offer for buy back shall remain open for a period of ten working days. (5) The company shall accept shares or other specified securities from the security holders on the basis of their entitlement as on record date. (6) The shares proposed to be bought back shall be divided in to two categories; (a) reserved category for small shareholders and (b) the genera....
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....or other specified securities are proposed be bought back and the basis of arriving at the buyback price; v. Maximum number of securities that the company proposes to buy back; vi. Method to be adopted for buyback as referred in sub-regulation(1) of regulation 4; vii. (a) the aggregate shareholding of the promoter and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company as on the date of the notice convening the General Meeting or the Meeting of the Board of Directors; (b) aggregate number of shares or other specified securities purchased or sold by persons including persons mentioned in (a) above from a period of six months preceding the date of the Board Meeting at which the buyback was approved till the date of notice convening the general meeting; (c) the maximum and minimum price at which purchases and sales referred to in (b) above were made along with the relevant dates; viii. Intention of the promoters and persons in control of the company to tender shares or other specified securities for buy-back indicating the number of shares or other specified securities ,details of acquisition with dates and price;....
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....ited Financial information for the last 3 years and the lead manager shall ensure that the particulars (audited statement and unaudited statement) contained therein shall not be more than more than 6 months old from the date of the public announcement together with financial ratios as may be specified by the Board; vii. Details of escrow account opened and the amount deposited therein; viii. Listing details and stock market data: (a) high, Low and average market prices of the securities of the company proposed to be bought back, during the preceding three years; (b) monthly high and low prices for the six months preceding the date of the public announcement; (c) the number of securities traded on the days when the high and low prices were recorded on the relevant stock exchanges during the period stated at (a) and (b) above; (d) the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognises the change in the capital structure.(e.g. when the securities have become ex-rights or ex-bonus) ; (e) the market price immediately after the date....