PRESENTED BYPRESENTED BY

KIRTI GUPTA(CS TRAINEE)GUPH No.- 9958845074

(CS TRAINEE)

BUY BACK OF SHARES

(UNLISTED COMPANY)

SOURCES OF BUY BACKFREE RESERVES

SECURITIES PREMIUM ACCOUNT

PROCEEDS OUT OF ISSUE OF ANY SHARES OR OTHER SEPECIFIED

SECURITIES

APPROVALS REQUIRED

BOARDS APPROVAL- IF COMPANY OPTS BUY BACK UPTO 10% PAID UP CAPITAL+ FREE RESERVES

SHAREHOLDERS APPROVAL- IF COMPANY OPTS OUT BUY BACK MORE THAN 10% OF BUT UPTO 25% PAID UP CAPITAL+ FREE RESERVES -

CONDITIONS• Authorization under ARTICLES OF ASSOCIATION of the

Company • PERCENTAGE of Buy Back of shares should not exceed 25%

(PUC+FR)• Debt Equity Ratio shall not be more than 2:1• Shares or other specified securities for buy back

should be fully paid up.• Every Buy back shall be completed within a period of

one year from the date of passing of the Board/ Special resolution.

• Company opts to go for buy back out of free reserves/securities premium account a sum equal to nominal value of the shares so purchased shall be transferred to the CAPITAL REDEMPTION RESERVE ACCOUNT.

Convene Board Meeting and pass Board Resolution if Buy Back is up to 10% of PUC+FR

If buy back is authorized by special resolution, file letter of offer in Form No. SH.8 with ROC.

Letter of offer must be signed by at least 2 directors one of whom shall be the Managing Director.

Declaration of solvency to be filed in Form No. SH.9 with the ROC, along with the LETTER OF OFFER AND VERIFIED BY AFFIDAVIT.

Declaration of solvency shall be signed by at least 2 directors one of whom shall be the Managing Director.

PROCEDURE OF BUY BACK

Letter of offer shall be dispatched to the shareholders within 21 days from its filing with the ROC.

The offer for buy back shall remain open for a minimum period of 15 days but not more than 30 days from the date of dispatch of letter of offer.

The Company shall complete the verifications of the offers received within 15 days from the date of closure of offer.

The company shall immediately after the date of closure of the offer, open a separate bank account and deposit the necessary amount for buy back in order to

fulfill the payment obligations to the shareholders.

Company shall within 7 days from the date of verification of the offers make payment of consideration in cash to those shareholder

whose securities have been accepted or return the share certificates to the shareholders in case the shares/securities are not accepted

The Company shall extinguish and physically destroy the shares/ other specified securities bought back within 7 days of the

last date of completion of buy back.

The Return of Buy back shall be filed with the Registrar in Form No SH.11 on completion of buy back along with the certificate in Form No SH.15 signed by two Directors one of

whom shall be Managing Director certifying that the buyback of securities.

The Company shall not issue any new shares including bonus shares from the date of passing

special resolution till the date of closure of the

offer for buy back

The Company shall confirm in its offer the opening of a separate bank account for the

purpose of meeting its payment obligations.

The company after Completion of buy

back shall not make further issue of same

kind of shares including by way of rights issue within a period of 6 months

The company shall not utilize the proceeds of

an earlier issue of same kind of

shares/securities for the buy back.

The company shall not utilize any borrowed money from banks/

financial institutions for the purpose of buy

back.

The company shall not withdraw the offer

once it has announced it to the shareholders.

COMPANY SHALL ENSURE

PROHIBITIONthrough any

subsidiary

company

including its own

subsidiary

companies;

through any

investment

company or

group of investm

ent compani

es; or

If default in

repayment of

deposits accepted

either before or after the

commencement of this act, interest payment thereon,

redemption of

debentures or

preference shares

or payment

of dividend to any

shareholder, or

repayment of nay

term loan or

interest payable

thereon to any

financial institution or banking company.

A company shall not directly or indirectly purchase its own shares or other specified securities—

If the company has not complied with the provisions of section 92 (Annual Return) 123 (declaration of dividend) 127 (punishment for failure to distribute dividends) and section 129 (Financial statements).