Going digital

1. All the filings for buyback have now mandatorily to be made in electronic mode after being digitally signed by such authorized persons.
2. Dispatch of letter of offer through electronic mode and only, if shareholders request, the physical copy can be provided.

Extra compliance

1. Public announcement for resolution passed on buyback of shares, now has to be submitted to Stock exchanges too, along with SEBI. The Stock exchange, upon receipt of such document, has to disseminate the same information to the Public and post it in their Website. The company and Merchant Banker is also required to post the public announcement on their website.
2. Before authorizing the buyback, companies are now required to obtain prior consent from its lender, if they have breached any covenants with such lenders and the disclosure of the same shall be mentioned in the letter of offer for buyback.
3. A certificate from Merchant banker, who is not an associate of the company, certifying that the buy-back offer is in compliance of these regulations and that the letter of offer contains the information required under these regulations shall be filed with the SEBI.
4. In case of buyback through tender offer, no draft letter of offer is required to be filed with SEBI.
5. Only the bank guarantee in favour of merchant banker in Escrow account shall not be returned the completion of all obligations under these regulations. Approved securities has been excluded from the restriction.
6. Extinguishment of certificates now has to be done in presence of Secretarial auditor instead of statutory auditor.
7. Compliance certificate for extinguishment and destruction of share certificates, now has to be given by Secretarial audit instead of statutory auditor.
8. Increase in utilization of amount earmarked for buyback of shares from 50% to 75%. Further, 40% of such shall be utilized within the initial half of the specified duration.
9. Further, the buyback process through book building process has also been revamped.

Reduction in timelines

1. Buyback offer on stock exchange shall be closed:
   
   1. • within six months, if the buy-back offer is opened on or before March 31, 2023;
      • within 66 working days, if the buy-back offer is opened on or after April 1, 2023 and till March 31, 2024; and
      • within 22 working days, if the buy-back offer is opened on or after April 1, 2024 and till March 31, 2025:

   Provided that with effect from April 1, 2025, the option of open market buy-back through the stock exchange shall not be available to any company except in cases where the buy-back offer has opened on or before 31st March 2025.

2. Timelines for filing letter of offer with SEBI reduced from 5 to 2 days from date of public announcement.
3. Buyback offer must be opened within 4 days from the date of dispatch of the letter of offer.
4. Open period for buyback offer has been reduced from 10 working days to 5 working days.
5. Opening of Escrow account within two working days of public announcement. Previously, it was provided to do so on or before the opening of offer.
6. Bank guarantee in favour of merchant banker in Escrow account , which had validity of thirty days from expiry of buyback period is now modified as “thirty days after the expiry of buyback period or until the completion of all obligations under these regulations, whichever is later.”
7. Payment of buyback consideration has to be done within five workings days (previously seven workings’ days) from the closure of offer.
8. Extinguishment of certificates must be done within seven working days instead of seven days.
9. Fees for filing letter of offer has been omitted.