SEBI Order on Buy-Back of Securities in the Matter of Wipro Limited

SEBI, by way of its order dated February 15, 2019 (‘Wipro Order’), has granted an exemption to Wipro Limited (‘Wipro’) from the strict enforcement of Regulation 24(ii) of the SEBI (Buy–back of Securities) Regulations, 2018 (‘Buyback Regulations’), which provided that a company cannot make a public announcement of buyback during the pendency of any scheme or amalgamation. Wipro had filed the application on account of a scheme of amalgamation providing for Wipro’s wholly owned subsidiaries with Wipro.

In the application seeking relaxation of enforcement of Regulation 24 (ii), Wipro submitted that there would be no new issue of equity shares or change in the shareholding pattern of Wipro consequent to the scheme of amalgamation with its wholly owned subsidiaries and that the merger is merely an internal re-organization with its group of companies and there will not be any material impact from the perspective of consolidated financial statements of Wipro. SEBI granted the exemption subject to the proposed buyback (if approved by the board of directors of Wipro) being in accordance with applicable laws, and the averments made by Wipro in its application and the scheme of amalgamation intimated to the relevant stock exchanges being true and correct.