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1 Buy Back Regulations on Wed 22 Jun 2011 - 11:39


Hi my name is mihir and I m CS Student

The following is my query please reply me on mbp2406@gmail.com

If buy-back is u/s. 77A of the Companies act I.e. 25% of paid-up capital plus free reserve using the Stock Exchange Mechanizam

a Board resolution is passed subject to the shareholder approval through postal Ballot.

Do we still require to file the said Board Resolution with SEBI and Stock Exchange within Two days of passing said resolution under regualtion 5A(2)of the Buy-back Regulations? or

we have to file only special resolution passed through postal ballot with SEBI within 7 days as per Regulation 5(2)of the Buy-back Regulations ?

2 Re: Buy Back Regulations on Wed 22 Jun 2011 - 15:52


CSoC Smart User
CSoC Smart User
Dear Khan

Please read the following information which i got after reading the


Buy Back through stock exchange

A company shall buy-back its [61] [shares or other specified securities] through the stock exchange as provided hereunder;

(a) The special resolution referred to in regulation 5 [62] [or the resolution passed by the Board of Directors at its meeting as referred to in regulation 5A] shall specify the maximum price at which the buy-back shall be made;

(b) The buy-back of the [63] [shares or other specified securities] shall not be made from the promoters or persons in control of the company;

(c) The company shall appoint a merchant banker and make a public announcement as referred to in regulation 8;

(d) The public announcement shall be made at least seven days prior to the commencement of buy-back;

(e) A copy of the public announcement shall be filed with the Board within two days of such announcement along with the fees as specified in schedule IV;

(f) The public announcement shall also contain disclosures regarding details of the brokers and stock exchanges through which the buy-back of [64] [shares or other specified securities] would be made;

(g) [65][The buy-back shall be made only on stock exchanges having nationwide trading terminals]

(h) The buy-back of [66] [shares or other specified securities] shall be made only through the order matching mechanism except ‘all or none’ order matching system;

(i)[67][ The company and the merchant banker shall submit the information regarding the shares or other specified securities bought- back to the stock exchange on a daily basis and publish the said information in a national daily on a fortnightly basis and every time when an additional five per cent of the buy back has been completed.

Provided that where there is no buy back during a particular period the company and the Merchant Banker shall not be required to publish the details in a national daily.]

(j) The identity of the company as a purchaser shall appear on the electronic screen when the order is placed.

As you are telling that Board Resolution had passed , if it is Board Resolution see the following procedure

Board resolution

5A (1) A company, authorized 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, 1965 as inserted by the Companies (Amendment) Act, 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 at least 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 specific in Schedule I.

(2) A copy of the resolution, passed by the Board of Directors at its meeting authorizing 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.]

In case of Special Resolution

5 (1) For the purposes of passing a special resolution under sub-section (2) of section 77A of the Companies Act, the explanatory statement to be annexed to the notice for the general meeting pursuant to section 173 of the Companies Act shall contain disclosures as specified in schedule I. A copy of the resolution passed at the general meeting under sub-section

(2) A copy of the resolution passed at the General meeting under sub - section (2) of section 77A of the Companies Act, shall be filed with the Board and the stock exchanges where the [specified securities] of the company are listed, within seven days from the date of passing of the resolution.

seniors Correct me if i am wrong

Last edited by raghu.rama on Wed 22 Jun 2011 - 16:23; edited 1 time in total (Reason for editing : For adding additional information)

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