tus new doc

8/3/2019 tus new doc

1/21

Name:- Tushar D Bane

Std:- TYBCOM

Div- C

Roll no:- 374

Subject:- Financial Accounting

Topic:-Buy Back of Equity Shares

Academic year:-2011-2012

Term:- 1St Term


2/21

Buy back of Equity shares

What is buyback?

Buyback is reverse of issue of shares by a company where it offers to take back its shares owned by the investors at a specified price; this offer

can be binding or optional to the investors.

Why companies buyback?

Unused Cash:If they have huge cash reserves with not many new profitable projects to invest in and if the company thinks the market price of its share is

undervalued. Eg. Bajaj Auto went on a massive buy back in 2000 and Reliance's recent buyback. However, companies in emerging markets like

India have growth opportunities. Therefore applying this argument to these companies is not logical. This argument is valid for MNCs, which

already have adequate R&D budget and presence across markets. Since their incremental growth potential limited, they can buyback shares as a

reward for their shareholders.

Tax Gains

Since dividends are taxed at higher rate than capital gains companies prefer buyback to reward their investors instead of distributing cash

dividends, as capital gains tax is generally lower. At present, short-term capital gains are taxed at 10% and long-term capital gains are not taxed.

Market perception

By buying their shares at a price higher than prevailing market price company signals that its share valuation should be higher. Eg: In October

1987 stock prices in US started crashing. Expecting further fall many companies like Citigroup, IBM et al have come out with buyback offers

worth billions of dollars at prices higher than the prevailing rates thus stemming the fall.


3/21

Recently the prices of RIL and REL have not fallen, as expected, despite the spat between the promoters. This is mainly attributed to the

buyback offer made at higher prices.

Exit option: If a company wants to exit a particular country or wants to close the company.

Escape monitoring of accounts and legal controls

If a company wants to avoid the regulations of the market regulator by delisting. They avoid any public scrutiny of its books of accounts.

Show rosier financials :

Companies try to use buyback method to show better financial ratios. For eg. When a company uses its cash to buy stock, it reduces outstanding

shares and also the assets on the balance sheet (because cash is an asset). Thus, return on assets (ROA) actually increases with reduction in

assets, and return on equity (ROE) increases as there is less outstanding equity. If the company earnings are identical before and after the

buyback earnings per share (EPS) and the P/E ratio would look better even though earnings did not improve. Since investors carefully scrutinize

only EPS and P/E figures, an improvement could jump-start the stock. For this strategy to work in the long term, the stock should truly be

undervalued.

Increase promoter's stake:

Some companies buyback stock to contain the dilution in promoter holding, EPS and reduction in prices arising out of the exercise of ESOPs

issued to employees. Any such exercising leads to increase in outstanding shares and to drop in prices. This also gives scope to takeover bids as

the share of promoters dilutes. Eg. Technology companies which have issued ESOPs during dot-com boom in 2000-01 have to buyback after


4/21

exercise of the same. However the logic of buying back stock to protect from hostile takeovers seem not logical. It may be noted that one of the

risks of public listing is welcoming hostile takeovers. This is one method of market disciplining the management. Though this type of buyback is

touted as protecting over-all interests of the shareholders, it is true only when management is considered as efficient and working in the interests

of the shareholders.

* Generally the intention is mix of any of the above

* Sometimes Governments nationalize the companies by taking over it and then compensates the shareholders by buying back their shares at apredetermined price. Eg. Reserve Bank of India in 1949 by buying back the shares.

What are the methods in which buyback can happen?

Share buyback can take place in 3 ways:

1. Shareholders are presented with a tender offer where they have the option to submit a portion of or all of their shares within a certain time

period and at usually a price higher than the current market value.Another variety of this isDutch auction, in which companies state a range of

prices at which it's willing to buy and accepts the bids. It buys at the lowest price at which it can buy the desired number of shares.

2. Through book-building process.

3. Companies can buy shares on the open market over a long-term period subject to various regulator guidelines like SEBI

In both 1 & 2 promoters can participate in buyback and not in 3.


5/21

Restrictions on buyback by Indian companies:

Some of the features in government regulation for buyback of shares are:

1. A special resolution has to be passed in general meeting of the shareholders

2. Buyback should not exceed 25% of the total paid-up capital and free reserves

3. A declaration of solvency has to be filed with SEBI and Registrar Of Companies

4. The shares bought back should be extinguished and physically destroyed;

5. The company should not make any further issue of securities within 2 years, except bonus, conversion of warrants, etc.

These restrictions were imposed to restrict the companies from using the stock markets as short term money provider apart from protecting

interests of small investors.

Valuation of buyback:

There are two ways companies determine the buyback price.

They use the average closing price (which is a weighted average for volume) for a period immediately before to the buyback announcement.

Based on the trend and value a buyback price is decided

In the 2nd, shareholders are invited to sell some or all of their shares within a set price range. The low point of the range is at a discount to the

market price, while the top of the price range is set at a premium to the market price. Investors are given more say in the buyback price than in

the above arrangement. Still this method is rarely used. Generally, the price is fixed at a mark up over and above the average price of the last 12-

18 months.


6/21

1. PRELIMINARY STEPS

1.1 Check whether the Articles of Association (AoA) of the Company provides for buy-back of its own shares and if not , take steps

to alter the AoA. [Section 77A(2) (a)].

1.2 Determine the quantum of shares to be bought-back. This cannot exceed twenty-five percent of the paid-up capital and free

reserves as per last audited Balance Sheet [section 77A(2) (c)].

1.3 Remember only fully paid up shares can be purchased [section 77A(2) (e)].

1.4 Ensure that the ratio of the debt owed by the company will be not more than twice the capital and its free reserves after such buy-

back. [Section 77(2) (d)].

1.5 Decide the quantum of the shares to be bought-back and the mode of purchase and the source of financing this purchase.

Regulation 3(1) of SEBI (Buy Back) Regulations contemplates buy-back:-

(a) from the existing shareholders on a proportionate basis through tender offer, and

(b) from open market through book building process, stock exchange, from odd lot holders. Though the regulations do not

provide, sub-section (5) (d) of section 77A of CA clearly provides for the purchase of securities issued to employees of the

company pursuant to a scheme of stock option or sweat equity.


7/21

1.6 Take steps to appoint Merchant Bankers, Registrars to the purchase, Bankers to the buy-back and prepare the necessary MOU

setting out terms and conditions, scope of services and the responsibility and accountability thereof.

1.7 Check whether all public deposits, debentures and preference shares which are due and matured for payment together with

accrued interest thereon are repaid in full and that no term loans from financial institution and bank is subsisting (section 77B ).

1.8 Decide the price to be offered in consultation with the MB.

2. BOARD FUNCTIONS

2.1 Approve the quantum of shares to be purchased by the company and the price to be offered therefor.

2.2 Decide on the period upto which the offer should be kept open. This should be in conformity with Regulation 9(1).

2.3 Decide whether the shares are to be bought-back out of free reserves, securities premium account (though this term is not defined

this should be taken to mean share premium account) or out of proceeds of earlier issue.

2.4 Arrange for financing of purchase, pass necessary resolution to borrow, if required.


8/21

2.5 Pass a resolution convening a general meeting to consider and adopt special resolutions for altering the AoA, if required and for

the buy-back of its shares.

2.6 Approve the draft notice convening the general meeting containing the above special resolutions and the draft of the explanatory

statement to be annexed thereto. The board must make sure that the special resolution is transparent and contains the necessary

disclosures and that the explanatory statement contains the material facts as are required under Schedule-I of the Regulations and

section 77A(3) of the Companies Act, 1956 (the Act).

2.7 Appoint or authorize MD or any one of the directors to appoint merchant bankers, registrars and bankers and settle the terms and

conditions of such appointment and the scope of services of each one of them.

2.8 Authorize the MD or any of the directors of the company

(i) to approve the offer document as and when submitted by the MB,

(ii) to agree to such modifications or correction as may be suggested by SEBI or as may be necessary,

(iii) to issue Public announcement as required under Regulation 8(1),

(iv) to decide the details of acceptance of offers where the acceptances received are more than the offers made subject to this

complying with the provisions of Regulation 9(4),


9/21

(v) to execute such documents, papers, writings as may be required in the premises or as may be advised, and

(vi) generally carry out all duties and functions as are required to effectuate the scheme.

2A. General Meeting

(i) Pass special resolution to amend the AoA, if required, authorizing the company to purchase its own shares.

(ii) Pass another special resolution to buy-back of shares as proposed and authorizing the Board to take all steps to buy-back

its shares and also to approve the explanatory statement annexed to the notice convening the meeting as a token of

acceptance of the disclosures.

3. SECRETARIAL CHECK-LIST

3.1 Convene a Board meeting to transact the business as set out in para 2 above and any other business.

3.2 Convene a general meeting after giving due notice to transact the business as set out in para 3 above.

3.3 Inform Stock exchanges where the shares of the company as listed of the intention of the company to reduce its capital by buying-

back its shares as required under the listing agreement.


10/21

3.4 File the Special resolutions with the Registrar of Companies within 30 days of passing of the said resolutions as required under

section 192(4) (a) and or before making the purchases as required under sub-section (6) of section 77A of CA, whichever is

earlier.

3.5 File the Special resolution for buy-back of shares with SEBI and SEs where the companies shares are listed within seven days of

the date of passing of the said resolutions as required under regulation 5 (2).

Though the said regulation does not require the special resolution so filed to be accompanied by the explanatory statement it

would be advisable as a good practice to file the explanatory statement as well, for, without this the desired purpose will not be

served.

3.6 Ensure that the explanatory statement contains all the disclosures and information called for under Schedule-I of the regulations.

3.7 Ensure that no insider is dealing in securities of the company on the basis of unpublished information relating to buy-back [Reg. 4

(3) of the regulations].

3.8 Arrange for publication of Public announcement relating to buy-back in one English

daily, one Hindi daily and one regional daily, which are widely circulating at the place where the Registered office of the

company is, situate. [Reg. 8 (1)].


11/21

3.9 Ensure that the public announcement specifies a date which shall be the date for the purpose of determining the name of the

shareholders to whom the letters of offer shall be sent. Since this is in the nature of a record date please make sure that this is

fixed in consultation with the lead stock exchange after giving the requisite notice as required under the listing agreement [Reg.

8(2)].

3.10 Also ensure that the specified date is not earlier than thirty days and not later than 42 days from the date of public announcement

[Reg. 8 (3)].

3.11 File draft letter of offer within seven days of the publication of the public announcement containing the disclosures specified in

Schedule-III to the said regulations [Reg. 8 (4)] and that the filing fee as specified in Schedule-IV is paid simultaneously with

filing of the letter of offer [Reg. 8(5)].

3.12 Ensure that the letter of offer are dispatched not earlier than twenty-one days from the submission to the Board [Reg. 8(6)].

3.13 File solvency certificate with SEBI and ROC in the manner and in the format prescribed by SEBI before commencing the

purchase of the shares as required under sub-section (6) of section 77A of CA.

3.14 Make sure that the offer is kept open for a minimum period of fifteen days and not exceeding 30 days [Reg. 9 (1)].


12/21

3.15 The date of opening of the offer should not be earlier than seven days or later than 30 days after the Specified date (record date)

[Reg. 9 (2)].

3.16 Complete verification of offers within fifteen days of closure [Reg. 9(5)].

3.17 Deposit escrow money before opening of offer for the amount specified under Regulation 10 (2).

3.18 Open a special bank account immediately after closure of the offer with a banker to the issue registered with SEBI and deposit

therein such sum as would, together with the escrow account make up the entire sum due and payable for buy-back [11 (1)].

3.19 Monitor that payments to shareholders are made within seven days specified in sub-regulation (5) of regulation 9. The said

regulation 9 (5) says that where the escrow account consists of bank guarantee, such bank guarantee shall be in favour of

merchant banker and shall be valid for thirty days after closure [Reg. 11 (2)].

3.20 The company should extinguish and physically destroy the share certificates so bought-back in the presence of Registrars or

merchant banker and the statutory auditor within seven days from the date of acceptance of the offer[Reg. 12 (1)]. If shares

accepted or in dematerialized form these shall be extinguished and destroyed in the manner specified under Securities and

Exchange Board of India (Depositories and Participants) regulations [Reg. 12 (2)].

3.21 The company should furnish a certificate to the board of SEBI duly verified by :-

(i) registrars or merchant bankers as the case may be,


13/21

(ii) two whole-time directors including the MD, and

(iii) the statutory auditors of the company certifying compliance within seven days of extinguishment or destruction of share

certificates [Reg. 12 (3)].

3.22 The particulars of share certificates extinguished and destroyed shall be furnished to stock exchanges where the shares of the

company are listed within seven days of extinguishment and destruction of the certificates [12 (4)].

3.23 The company shall maintain a record of share certificates, which have been cancelled and destroyed as prescribed in sub-section

(9) of section 77A of CA [Reg. 12 (5)].

3.24 Take steps for the nomination of a compliance officer and investors service center for compliance with buy-back regulations and

to redress grievances of the investors. [Reg. 19 (3)]. Company secretary is normally expected to discharge this function.

3.25 Shares which are locked-in and are not transferable at the time of acceptance cannot be bought-back [Reg. 19 (5)].

3.26 Ensure that within two days of compliance of buy-back, a public announcement is issued disclosing the number of shares bought,

price at which they were bought, total amount deployed, details of shareholders from whom shares exceeding one per cent total

shares bought-back and the consequential changes in the capital structure and the shareholding pattern after and before buy-back

[Reg. 19(7)]


14/21

ABC LIMITED

ACTIVITY CHART-BUY-BACK OF SHARES

ACTIVITY Target Date

1. Consider in- principle approval of the Board to buy-back shares and

authorise two Directors, including the Managing Director and the

Company Secretary to complete the formalities for the buy-back as

per 2 below.

1. PRELIMINARY STEPS

1. Check whether the Buy-back is authorised by the Articles of

Association (AoA) of the company: Yes, Article 27 A

provides.

2. Buy-back not to exceed twenty-five percent of the paid-up

capital and free reserves as per last audited Balance Sheet

provided that it shall not exceed twenty-five percent of its

X0


15/21

total paid up equity capital in that financial year.

3. Only fully paid up shares can be purchased.

4. Debt equity ratio shall not be more than 2:1.

5. Decide the quantum of the shares to be bought-back and the

mode of purchase and the source of financing this purchase.

Rule 3 of Private Limited Company and Unlisted Public

Company (Buy-Back of Securities) Regulations, 1998

contemplates buy-back:-

a) from the existing shareholders on a proportionate

basis through private offers, and

b) form purchasing the shares issued to employees of

the Company pursuant to Scheme of Stock Option or

Sweat Equity.

6. Check whether all public deposits, debentures and

preference shares which are due and matured for paymenttogether with accrued interest thereon are repaid in full and

that no term loans from financial institution and bank is

subsisting.

2. The Directors and the Company Secretary to make an inquiry intothe affairs of the Company and to ensure that the Company does

X02


16/21

have enough resources for the buy-back and for the purpose ofdeclaration of solvency in Form 4A (Annexure-C) and draft letter ofOffer containing the particulars as specified in Schedule-II to theRegulations. Refer Annexure-A for gist of Regulations.

3. Follow-up with the Statutory Auditors of the Company to obtain areport as specified in Annexure-B

X12

4. Convene a Board Meeting:-

(i) To pass a resolution for buying back of shares

(ii) To decide about the mode of the buy-back(iii) To approve the report of the Auditors

(iv) To approve the Declaration of solvency in Form 4A verifiedby an affidavit signed by the Two Directors (Annexure-C)

(v) To approve draft letter of offer (Annexure-D)

(vi) To open a special Bank Account

(vii) To approve the notice and explanatory statement forconvening the Extra-ordinary General Meeting containingthe particulars as specified in Schedule I to the Regulationsin Annxure-A (For specimen special resolution and theexplanatory statement see Annexure-E1 and E2)

(viii) Constitute a Committee of MD and ED for the purpose ofcompleting the formalities of buy-back

X13

5. Convene and hold the Extra-ordinary General Meeting :-

(i) To pass the special resolution for buy-back

(ii) To authorise the Board to do all such acts, deeds and thingsnecessary and incidental thereto

X40

6. File following documents with the ROC

(i) Form 23 together with the notice and explanatory statement

(ii) Form 4A (Annexure-C)

X41


17/21

(iii) Letter of Offer (Annexure-D)

7. Despatch letter of offer to all the Shareholders. X42

8. Deposit the entire amount due and payable as consideration, equal tothe consideration to be payable on the shares proposed to be boughtback in the special bank Account

X42

9. Offer to be open for minimum 15 days and maximum 30 days X62

10. Complete the verification of the offers received by the cut-off date,if any offer is to be rejected return the share certificates to the

shareholders

X47

11. Accept the offer from shareholders on proportionate basis if numberof shares offered exceeds number of shares proposed to be bought-back.

X47

12. Make payment to those shareholders whom offer have beenaccepted

X50

13. Extinguish and physically destroy the share certificates so boughtback in the presence of a Company Secretary in Whole time Practice

X51

14. File following documents with the ROC:-

(i) Return of Buy-Back of Shares in Form 4C (Annexure-F)

(ii) A certificate signed by the two Directors and the CompanySecretary in Whole time Practice by way of an affidavit thatthe Regulations prescribed by the Central Government has been duly complied with and the extinguishment and

physical destruction of the share certificates have been donein their presence. (Annexure-G)

X52

15. Maintain a Register of Shares bought-back in Form 4B (seeAnnexure-H)

Regular basis


18/21

Examples of listed companies who have completed its Buy back program over the year:

Here we present a list of Ten companies that have, on average, beaten analysts earnings guidance estimates for the past four quarters (i.e.

generated signficant earnings surprises). These companies have also recently announced stock buyback programs.

When companies buy back their own stock, they use excess cash to reduce the number of shares outstanding, which directly increases earnings

per share and (at least theoretically) adds value for shareholders. Some might even argue that management teams use buybacks to signal that

their stock is undervalued

List sorted by the average earnings surprise over the last year.

1. Teradyne Inc. (TER): Semiconductor Equipment & Materials Industry. Market cap of $3.33B. The company announced a buyback

program of $200M on 11/22/10, and has outperformed analyst earnings estimates by an average of 31.50% over the last year. The stock could be

undervalued at current levels, with a PEG ratio at 0.67, and P/FCF ratio at 6.78. The stock has gained 68.96% over the last year.

2. Aetna Inc. (AET): Health Care Plans Industry. Market cap of $14.47B. The company announced a buyback program of $750M on

12/03/10, and has outperformed analyst earnings estimates by an average of 24.90% over the last year. AET may also be undervalued at current

levels, with a PEG ratio at 0.86, and P/FCF ratio at 12.88. The stock has had a good month, gaining 13.13%.

3. Lattice Semiconductor Corporation (LSCC): Semiconductor Industry. Market cap of $797.78M. The company announced a

buyback program of $20M on 10/21/10, and has outperformed analyst earnings estimates by an average of 24.54% over the last year. The stock

has gained 92.88% over the last year.

4. Unitrin Inc. (UTR): Property & Casualty Insurance Industry. Market cap of $1.79B. The company announced a buyback program of

$300M on 02/02/11, and has outperformed analyst earnings estimates by an average of 23.51% over the last year. The stock has gained 16.69%

over the last year.
http://seekingalpha.com/symbol/terhttp://seekingalpha.com/symbol/aethttp://seekingalpha.com/symbol/lscchttp://seekingalpha.com/symbol/utrhttp://seekingalpha.com/symbol/terhttp://seekingalpha.com/symbol/aethttp://seekingalpha.com/symbol/lscchttp://seekingalpha.com/symbol/utr


19/21

5. Corn Products International Inc. (CPO): Processed & Packaged Goods Industry. Market cap of $3.60B. The company announced a

buyback program of $5M on 11/17/10, and has outperformed analyst earnings estimates by an average of 23.11% over the last year. The stock

has gained 37.77% over the last year.

6. PartnerRe Ltd. (PRE):Property & Casualty Insurance Industry. Market cap of $5.23B. The company announced a buyback program of

$7M on 12/30/10, and has outperformed analyst earnings estimates by an average of 22.47% over the last year. It has a relatively low correlation

to the market (beta = 0.42), which may be appealing to risk-averse investors. The stock may also be undervalued, with a PEG ratio at 0.79, and

P/FCF ratio at 5.05. The stock has gained 0.47% over the last year.

7. Cypress Semiconductor Corporation (CY): Semiconductor Industry. Market cap of $3.54B. The company announced a buyback

program of $600M on 10/21/10, and has outperformed analyst earnings estimates by an average of 21.59% over the last year. After a solid

performance over the last year, CY has pulled back during recent sessions. The stock is 7.46% below its SMA20 and 2.52% below its SMA50,

but remains 38.35% above its SMA200. The stock has gained 68.18% over the last year.

8. WD-40 Company (WDFC): Specialty Chemicals Industry. Market cap of $692.19M. The company announced a buyback program of

$25M on 12/14/10, and has outperformed analyst earnings estimates by an average of 20.07% over the last year. The stock has gained 27.84%

over the last year.

9. Tiffany & Co. (TIF): Jewelry Stores Industry. Market cap of $7.96B. The company announced a buyback program of $400M on

01/20/11, and has outperformed analyst earnings estimates by an average of 19.54% over the last year. The stock has gained 39.56% over thelast year.

10. Autodesk, Inc. (ADSK): Technical & System Software Industry. Market cap of $9.12B. The company announced a buyback program

of $20M on 12/14/10, and has outperformed analyst earnings estimates by an average of 19.00% over the last year. This is a risky stock that is

significantly more volatile than the overall market (beta = 2.12). The stock has gained 38.74% over the last year.
http://seekingalpha.com/symbol/cpohttp://seekingalpha.com/symbol/prehttp://seekingalpha.com/symbol/cyhttp://seekingalpha.com/symbol/wdfchttp://seekingalpha.com/symbol/tifhttp://seekingalpha.com/symbol/adskhttp://seekingalpha.com/symbol/cpohttp://seekingalpha.com/symbol/prehttp://seekingalpha.com/symbol/cyhttp://seekingalpha.com/symbol/wdfchttp://seekingalpha.com/symbol/tifhttp://seekingalpha.com/symbol/adsk


20/21

Conclusion:

It may be remembered that buyback has no impact on the fundamentals of the economy or the company. Therefore investors should be cautious

of unscrupulous promoters' traps.

Reference:-

www.google.com

www.wikipedia.com

www.msn.in
http://www.google.com/http://www.wikipedia.com/http://www.msn.in/http://www.google.com/http://www.wikipedia.com/http://www.msn.in/


21/21

tus new doc

Documents