This document discusses share buybacks by companies in India. It outlines the key conditions and procedures for a company to undertake a share buyback. Some key points include: - A company can buyback up to 25% of its paid up capital and free reserves, with shareholder approval for over 10%. - The buyback must be completed within one year and follow specified procedures like filing forms with the registrar of companies. - Funds for the buyback can come from free reserves, securities premium, or fresh issue of shares. The company must transfer an amount equal to the nominal value of shares bought back to a capital redemption reserve account. - There are also prohibitions like a company in default of any

1. PRESENTED BY
GUPH No.- 9958845074
(CS TRAINEE)

2. FREE RESERVES
SECURITIES PREMIUM
ACCOUNT
PROCEEDS OUT OF ISSUE OF
ANY SHARES OR OTHER
SEPECIFIED SECURITIES

3. 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 -

4. 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.

5. 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

6. 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.

7. 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.

8. 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 not withdraw the offer
once it has announced it to the shareholders.
COMPANY SHALL ENSURE

9. PROHIBITION
through any
subsidiary
company
including its
own
subsidiary
companies;
through any
investment
company or
group of
investment
companies;
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).