The share price of a listed industrial paint manufacturing company is continuously falling for the last one month, due to rising price of the crude oil, which is the prime raw material for the company's products. The man

CS Executive · Capital Market and Securities Laws · PYQS · June 2024
The share price of a listed industrial paint manufacturing company is continuously falling for the last one month, due to rising price of the crude oil, which is the prime raw material for the company's products. The management feels that the product situation will improve in near future. The CEO of the company advised to buy-back its shares, as he considers this as a right time to do so. Advice the management about the approval requirement from Board/shareholders and opening of escrow account for funding of buy-back offer.

Answer & Explanation:

As per Regulation 5 of the SEBI (Buy-Back of Securities) Regulations, 2018, the company shall not authorise any buy-back unless a special resolution has been passed at a general meeting of the company authorising the buy-back. However, special resolution is not required where the buy-back is, ten per cent or less of the total paid-up equity capital and free reserves of the company, based on the standalone or consolidated financial statements of the company, whichever sets out a lower amount and such buy-back has been authorised by the board of directors by means of a resolution passed at its meeting. A company is required to deposit in an escrow account such sum as specified under the SEBI (Buy-Back of Securities) Regulations, 2018. In case company buy-back its shares through Tender Offer: Regulation 9 of the SEBI (Buy-Back of Securities) Regulations, 2018, stipulates that the company shall, within two working days of the public announcement, as and by way of security for performance of its obligations under the regulations, deposit in an escrow account such sum as specified below. if the consideration payable does not exceed Rupees 100 crores; 25 per cent of the consideration payable; if the consideration payable exceeds Rupees 100 crores; 25 per cent upto Rupees 100 crores and 10 per cent thereafter. In case company buy-back from open market through stock exchange: Regulation 20 of the SEBI (Buy-Back of Securities) Regulations, 2018, stipulates that the company shall, within two working days of the public announcement, create an escrow account towards security for performance of its obligations under these regulations, and deposit in escrow account 25 per cent of the amount earmarked for the buy-back as specified in the resolution of the board of directors or the special resolution, as the case may be. The escrow account as referred above shall consist of (subject to appropriate margin): Cash including bank deposits deposited with any scheduled commercial bank, or Bank guarantee issued in favour of the merchant banker by any scheduled commercial bank, or Deposit of frequently traded and freely transferable equity shares or other freely transferable securities, or Government securities, or Units of mutual funds invested in gilt funds and overnight schemes, or A combination of above.

Topics: Buy-back of Securities

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