Conditions for Buyback of Shares

Applicability-

3. These regulations shall be applicable to buy-back of equity shares of a company listed on a stock exchange.

Company may buy back its own shares

4. 1) A company may buy-back its shares by any one of the following methods; -

(a)from the existing shares on a proportionate basis through the tender offer;

(b)from open market through –

(i) book-building process,
(ii)stock exchange,

(c) from odd-lot holders.

2. A company shall not buy back its shares from any person through negotiated deals, whether on or of the stock exchange or through spot transactions or through any private arrangement.

3. Any person or an insider shall not deal in securities of the company on the basis of unpublished information relating to buy-back of shares of the company.

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.

   (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 shares of the company are listed, within seven days from the date of passing of the resolution.

Source : Sebi