SEBI proposes to complete buy back in 3 months instead of 12

03 Jan 2013 Evaluate

Market regulator, SEBI has placed a discussion paper on ‘Proposed modifications to the existing framework for buy back through open market purchase’ for public comments. Comments on the discussion paper have been solicited on or before January 31, 2013.

The main reason behind the review was that the buy back through open market has failed to achieve its objectives in spirit due to various reasons. One of them being, Companies Act, 1956 specifying that every buy back to be completed within a period of 12 months. Companies, instead of fixing a definitive period for buyback, usually keep the buyback offer open for the entire period of 12 months and at many instances they are unable to buy back even a single share, as they place buy orders at their discretion instead of placing them on a regular basis and that too at a price away from the market price.

In view of the above, SEBI has proposed that companies complete the buy back in 3 months. To ensure that only serious companies launch the buyback program, it has further proposed that these companies be mandated to put 25% of the maximum amount proposed for buy-back in an escrow account.

Further in order to ensure that the companies do not launch buyback programs for stabilizing the share price, it has been proposed that companies who are not able to buy back 100% of the proposed amount (or the proposed maximum number of shares) may not be allowed to come with another buyback for a period of at least one year irrespective of the mode of approval for buyback.

The market regulator has proposed several other measures related to buy-back of physical shares (odd lot) in Open Market Purchase Method, removal of restriction on issuance of ESOPs and extinguishment of shares in open market purchase method.

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