SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) (AMENDMENT) REGULATIONS, 2023

Sr No. Regulation Existing Provisions Amended Provisions Analysis/ Impact 1 2(i)(g) The following sub-regulation has been inserted: (ga) ‘frequently traded shares’ shall have the same meaning as assigned to them under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; The definition of frequently traded shares has been inserted. 2 2(i)(j) ‘Odd lots’ mean the lots of shares or other specified securities of a company, whose shares are listed on a recognised stock exchange, which are smaller than such marketable lots, as may be specified by the stock exchange; OMITTED 3 2(i)(l) - The following sub-regulation has been inserted: (la)’secretarial auditor’ means an auditor as defined in the Secretarial Standards – I issued by the Institute of Company Secretaries of India. The definition of secretarial auditor has been inserted. 4 4(i) The maximum limit of any buy-back shall be twenty-five per cent or less of the aggregate of paid-up capital and free reserves of the company [, based on both standalone and consolidated financial statements of the company. Explanation: In respect of the buy-back of equity shares in any financial year, the reference to twenty-five per cent in this regulation shall be construed with respect to its total paid-up equity capital in that financial year; The following shall be substituted: The maximum limit of any buy-back shall be twenty-five per cent or less of the aggregate of paid-up capital and free reserves of the company, based on both standalone and consolidated financial statements of the company based on the standalone or consolidated financial statements of the company, whichever sets out a lower amount. Explanation: In respect of the number of equity shares bought back in any financial year, the maximum limit shall be twenty-five per cent and be construed with respect to the total paid-up equity share capital of the company in that financial year. After the amendment, for calculating the maximum limit of buyback, standalone or consolidated financial statements, whichever sets out a lower amount would be used. This methodology of determining the quantum of the buyback is brought in by SEBI through buyback regulations. 5 4(ii) The ratio of the aggregate of secured and unsecured debts owed by the company to the paid-up capital and free reserves after buy-back shall- be less than or equal to 2:1, based on both standalone and consolidated financial statements o