sebi:WTM/KCV/CFD/10/2025-26
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Facts / Headnote
Application disposed of; exemption granted subject to conditions
Provisions invoked
- s. 11
Regulations
- Reg. 28
- Reg. 24
- Reg. 201
- Reg. 37
Holding
SEBI granted Nureca Limited exemption from compliance with sub-regulation (ii) of regulation 24 of the Buy-back Regulations 2018, which prohibits public announcement of buy-back during the pendency of a scheme of arrangement, in relation to its proposed buy-back of equity shares.
Full text
________________________________________________________________________________________________ Exemption Order in the matter of Nureca Limited Page 2 of 6
________________________________________________________________________________________________ Exemption Order in the matter of Nureca Limited Page 3 of 6 ii. The company has thereafter filed an application with the Hon’ble National Company Law Tribunal (“NCLT”) at Mumbai on July 30, 2025 for necessary approval, which is pending. iii. The Scheme comprises of plain vanilla merger which is an internal restructuring of wholly-owned subsidiary without affecting public shareholding. Considering that there is no new issuance of equity shares or change in the shareholding pattern of the Company consequent to the Scheme, the regulation 24(ii) of the Buy Back Regulations is considered procedural in this context. iv. The promoters have undertaken that they would not participate in the buyback, as and when announced by the Board of Directors. Therefore, buyback will be purely for the benefit of public shareholders. v. The Companies Act does not restrict Companies from announcing a buy– back during the pendency of any merger or amalgamation. The Company will comply all applicable provisions of the Act. vi. Strict enforcement would cause hardship by delaying the buyback and depriving shareholders of the opportunity to participate and receive surplus cash.
________________________________________________________________________________________________ Exemption Order in the matter of Nureca Limited Page 4 of 6 “Obligations of the company for all buy-back procedure: 24 (ii) 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. Power to relax strict enforcement of the regulations: 28 (i) The Board may, in the interest of investors and the securities market, relax the strict enforcement of any requirement of these regulations except the provisions incorporated from the Companies Act, if the Board is satisfied that: (a)the requirement is procedural in nature; or (b)the requirement may cause undue hardship to investors; …”
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Source: SecMarx — sebi:WTM/KCV/CFD/10/2025-26. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.