Buyback of Shares
Santosh Bangar
C K Riju & Co. Company Secretaries
| Sl. No. | Schedule of events for Buy Back | Actual cut-off date as per the provisions of the Act |
| 1 | Notice of calling Board Meeting for approving the share valuation report, approve the egm notice, draft of letter of offer approval | |
| 2 | Notice calling Board meeting for approving the for exercising the power conferred upon the Board, also to file the letter of offer to roc and fixing of the record date and send letter of offer to members as on date. | |
| 3 | Board meeting for approving the share valuation report, approve the egm notice, draft of letter of offer approval | |
| 4 | Dispatch of Notice of EGM to shareholders | |
| 5 | Extra ordinary General Meeting | Not less than 21 clear days from Board meeting calling EGM |
| 6 | Board Meeting for exercising the power conferred upon the Board, also to file the letter of offer to roc and fixing of the record date and send letter of offer to members as on date. | |
| 7 | Filing of Letter of offer in Form SH 8 with Registrar of Companies along with Form SH 9 Declaration of Solvency (affidavit) | File before the buy back of shares |
| 8 | Dispatch Letter of offer (LOF) to shareholders after filing with Registrar and not more than 21 days | Within 21 days from filing of LOF with ROC |
| 9 | Period for opening Letter of Offer not less than 15 days and not more than 30 days from the date of dispatch | Not less than 15 days but not more than 30 days |
| 10 | BUY BACK OF SHARES BANK ACCOUNT - Immediately after the closure of letter of office for depositing full money of buy back | Immediately after the closure of LOF |
| 11 | Verification (max. 15 days from the date of closure of letter of offer) | Within 15 days from closure of LOF |
| 12 | Payment within 7 days of closure of verification | Within 7 days from closure of verification |
| 13 | Form SH-11 shall be filed with the registrar within 30 days from the date of payment along with a Certificate in SH 15 stating that buy back is as per the provisions of the act | Within 30 days from the date of payment |
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C K RIJU & CO.
Company Secretaries
C. K. Riju FCS
Practicing Company Secretary
FCS-8430 CP-15491
Call- 9600064707 email- rij...@gmail.com
Ratan Marwah
Dear Santosh
Please find the below mentioned procedure:
1. To hold a Board Meeting & pass a resolution for BuyBack its securities approve the following documents :
1. Scheme for buy-back as contained in Letter of offer
2. Explanatory statement containing disclosures specified in Sch – I of the rules
3. Notice for calling AGM
4. Record date for Buy Back offer.
5. The Board will also approve the Declaration of Solvency in the Form SH – 9 and be verified by an affidavit, and signed by atleast two directors of the company, as required to be done by section 68(6).
2. Convene a general meeting & pass a special resolution u/s 68(2)(b) for buy back of shares.
3. Filing of resolution in prescribed Form MGT – 14 with concerning ROC.
4. Preparation and approval of the Board for letter for buy-back of shares.
5. Fixing the record date for buy-back offer.
6. Filing of letter of offer with the concerned ROC in the Form SH-8 alongwith the declaration of solvency in the Form SH – 9 before dispatching of the same to the members.
7. Dispatch the letter of letter to all the members with in 21 days from the date after filing with ROC.
8. The letter of Offer shall be open for open for exercise for not less than 15 days and not more than 30 days from the date of dispatch of letter of offer.
9. After verification of option, finalise the buy-back of shares with in 14 days from the date of the closure of letter of offer. If the option have been exercised by the members for higher number of shares than the offer have been made, then it shall be accepted by the company proportionately. If company has not rejected any application within 21 days from the closure of the letter of offer it will be deemed to have been accepted.
10. Open immediately a separate account & deposit the entire amount in that account.
11. Make payment of consideration within 7 days form the finalising of the buy-back
12. Destroy all the shares certificates within 7 days, from the last of completion of buy-back ( sec 68(7)).
13. Submit a certificate in the Form SH – 15, obtained from two directors including for completion and destruction of shares, with the Registrar.
14. File a return of buy-back in prescribed Form SH-11 with the Registrar with in 30 days from the completion of buy-back (sec 68(10)).
15. If buy-back has been out of free reserves, a sum equal to the nominal value of securities bought back shall be credited in Capital Redemption Reserve account. This account can be utilized for issuance of fully paid up bonus shares. ( section 69 effective from 12.09.2013).
16. Payment of buy-back shall be made in cash only.
17. The company shall appoint a compliance officer for compliance with the buy-back regulations.
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