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THE GAZETTE OF INDIA. EXTRAORDINARY

[PART II—SFC. 3(ii)]

SECURITIES AND EXCHANGE BOARD OFINDIA

NOTIFICATION

Mumbai, the 28th November, 2001

Securities and Exchange Board of India (by Back of Securities) (Amendment)

Regulations, 2001

s.o. ii8i (E).— In exercise of powers conferred by sub-sections (1) and (2) of

seonon 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 2?G1), may buy back its secures subjoct to

the following conditions:

(a) before making a public announcement under sub

regulation (1) of regulation 8, a public notice shall

b.e 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;

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

"Tha 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-regulotion (1), in clause (a), after the words

"publicity material" and before the words "shall contain ", the words

"o. public notice referred to in clause (a) of sub-regulation (1) of

regulation 5A " shall be inserted.

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3. In Schedule I of the principal regulations;

(a) for the bracket "[under regulation 5 (1)]" the bracket "[under regulation £

(1) and regulation 5A (1)(c)]" shall be substituted.

(b) in clause (a) of item (vfi), after the words " the General Meeting" the words

" or the Meeiing of the Board ot Directors" shall be added.

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/40<>35/2001|

D. R. MEHTA, Chairman

Footnote:—

Securities and Exchange Board of India (Buy Back of Securities)

Regulations, 1999, the principal regulations, were published in the Gazette

of India on November 14, 1998, vide G.S.R No. 975 (E).

It was subsequently amended on September 21, 1999 by SEBI (Buy Back

16of Securities) (Amendment) Regulations, 1999 vide S.O. 776 (E).

muted bv the Mar.fiR'w, Uovt ol India Pron«, Ilmg Road, Mavapu/i, New Delhi-1100G4

nnd Pubiichec' by the Oontrcllor oi PublJCHtmnn. Delhi-! i0(154