Section 19 in Securities And Exchange Board Of India (Buy Back Of Securities) Regulations, 1998
19. Obligations of the Company.-
(1)The company shall ensure that, -(a)the letter of offer, the public announcement of the offer or any other advertisement, circular, brochure, publicity material [or public notice referred to in clause (a) of sub-regulation (1) of regulation 5A] [Inserted by S.O. 1181(E), dated 28.11.2001] shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accepts the responsibility for the information contained in such documents;(b)the company shall not issue any shares or other specified securities including by way of bonus till the date of closure of the offer made under these regulations;(c)the company shall pay the consideration only by way of cash;(d)the company shall not withdraw the offer to buy-back after the draft letter of offer is filed with the Board or public announcement of the offer to buy-back is made;(e)the promoter or the person shall not deal in the shares of the company in the stock exchange during the period the buy-back offer is open.(2)No public announcement of buy back shall be made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act.(3)The company shall nominate a compliance officer and investors service centre for compliance with the buy-back regulations and to redress the grievances of the investors.(4)The particulars of the share certificates extinguished and destroyed shall be furnished by the company to the stock exchanges where the [shares or other specified securities] [Inserted by S.O. 1181(E), dated 28.11.2001] of the company are listed within seven days of extinguishment and destruction of the certificates.(5)The company shall not buy-back the locked-in [shares or other specified securities] [Inserted by S.O. 1181(E), dated 28.11.2001] and non-transferable [shares or other specified securities] [Inserted by S.O. 1181(E), dated 28.11.2001] till the pendency of the lock-in or till the shares become transferable.(6)[* * * *] [Omitted by S.O. 776(E), dated 18.6.2004]Provided that the capital buy-back reserve account may be applied by the company in paying up un-issued [shares or other specified securities] [Substituted by S.O. 745(E), dated 18.6.2004] of the company to be issued to members of the company as fully paid bonus [shares or other specified securities] [Substituted by S.O. 745(E), dated 18.6.2004].(7)The company shall within two days of the completion of buy-back issue an public advertisement in a national daily, inter alia, disclosing:(i)number of [shares or other specified securities] [Substituted by S.O. 745(E), dated 18.6.2004] bought;(ii)price at which the [shares or other specified securities] [Substituted by S.O. 745(E), dated 18.6.2004] bought;(iii)total amount invested in buy-back;(iv)details of the share holders from whom shares exceeding one-per cent of total [shares or other specified securities] [Substituted by S.O. 745(E), dated 18.6.2004] bought back; and,(v)the consequent changes in the capital structure and the shareholding pattern after and before the buy-back.(8)The company in addition to these regulations shall comply with the provisions of buy-back as contained in the Companies Act and other applicable laws.
