Buy Back of Shares: Section 68 of Companies Act, 2013

#CS KNOWLEDGE PLATFORM-RG

• Read Procedure of Buy Back of Shares, 
• Benefits of Buy Back of Shares, 
• Compliances for Buy Back of Shares, 
• Draft Forms & Resolutions of Buy Back of Shares,  
• SEBI Guidelines for Buy Back of Shares

Procedure for Buy Back of Shares:

As per Companies Act, 2013

Power of company to purchase its own securities

(1) Notwithstanding anything contained in this Act, but subject to the provisions of sub-section (2), a company may purchase its own shares or other specified securities (hereinafter referred to as buy-back) out of—

(a) its free reserves;

(b) the securities premium account; or

(c) the proceeds of the issue of any shares or other specified securities:

Provided that no buy-back of any kind of shares or other specified securities shall be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities.

CONDITIONS FOR BB

(2) No company shall purchase its own shares or other specified securities under sub-section (1), unless—

(a) AOA authorisation

(b) SR (Special Resolution) 

Provided that nothing contained in this clause shall apply to a case where—

(i) the buy-back is, ten % or less of the total paid-up equity capital and free reserves of the company; and

(ii) such buy-back has been authorised by the Board by means of a resolution passed at its meeting;

(c) the buy-back is twenty-five %. or less of the aggregate of paid-up capital and free reserves of the company:
(Amount wise Calculation)

Provided that in respect of the buy-back of equity shares in any financial year, the reference to twenty-five per cent. in this clause shall be construed with respect to its total paid-up equity capital in that financial year;

(Number wise Calculation)

(d) the ratio of the aggregate of secured and unsecured debts owed by the company after buy-back is not more than twice the paid-up capital and its free reserves:

Provided that the Central Government may, by order, notify a higher ratio of the debt to capital and free reserves for a class or classes of companies;

(e) all the shares or other specified securities for buy-back are fully paid-up;

(f) the buy-back of the shares or other specified securities listed on any recognized stock exchange is in accordance with the regulations made by the Securities and Exchange Board in this behalf; and

(g) the buy-back in respect of shares or other specified securities other than those specified in clause (f) is in accordance with such rules as may be prescribed:

Provided that no offer of buy-back under this sub-section shall be made within a

period of one year reckoned from the date of the closure of the preceding offer of buy-back,

if any.

 Explanatory statement

(3) The notice of the meeting at which the special resolution is proposed to be passed under clause (b) of sub-section (2) shall be accompanied by an explanatory statement stating—

(a) a full and complete disclosure of all material facts;

(b) the necessity for the buy-back;

(c) the class of shares or securities intended to be purchased under the buy-back;

(d) the amount to be invested under the buy-back; and

(e) the time-limit for completion of buy-back.

Gap Between Two Buy-Back- Min 1 Year

(4) Every buy-back shall be completed within a period of one year from the date of passing of the special resolution, or as the case may be, the resolution passed by the Board under clause (b) of sub-section (2).

Modes of Buy-Back

(5) The buy-back under sub-section (1) may be—

(a) from the existing shareholders or security holders on a proportionate basis;

(b) from the open market;

(c) by purchasing the securities issued to employees of the company pursuant

to a scheme of stock option or sweat equity.

Filing of Documents for Buy-Back 

(6) Where a company proposes to buy-back its own shares or other specified securities under this section in pursuance of a special resolution under clause (b) of sub-section (2) or a resolution under item (ii) of the proviso thereto, it shall, before making such buy-back, file with the Registrar and the Securities and Exchange Board, a declaration of solvency signed by at least two directors of the company, one of whom shall be the managing director, if any, in such form as may be prescribed and verified by an affidavit to the effect that the Board of Directors of the company has made a full inquiry into the affairs of the company as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year from the date of declaration adopted by the Board:

Provided that no declaration of solvency shall be filed with the Securities and Exchange

Board by a company whose shares are not listed on any recognised stock exchange.

Extinguisment/ Destruction:

(7) Where a company buys back its own shares or other specified securities, it shall extinguish and physically destroy the shares or securities so bought back within seven days

of the last date of completion of buy-back.

Restriction on Further Issue:

(8) Where a company completes a buy-back of its shares or other specified securities under this section, it shall not make a further issue of the same kind of shares or other securities including allotment of new shares under clause (a) of sub-section (1) of section 62 or other specified securities within a period of six months except by way of a bonus issue or in the discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares.

Register of Buy Back:

(9) Where a company buys back its shares or other specified securities under this section, it shall maintain a register of the shares or securities so bought, the consideration paid for the shares or securities bought back, the date of cancellation of shares or securities, the date of extinguishing and physically destroying the shares or securities and such other particulars as may be prescribed.

Return of Buy Back:

(10) A company shall, after the completion of the buy-back under this section, file with the Registrar and the Securities and Exchange Board a return containing such particulars relating to the buy-back within thirty days of such completion, as may be prescribed: Provided that no return shall be filed with the Securities and Exchange Board by a company whose shares are not listed on any recognised stock exchange.

Panalties for Contravention of Provisions of Buy Back:

(11) If a company makes any default in complying with the provisions of this section or any regulation made by the Securities and Exchange Board, for the purposes of clause (f) of sub-section (2), the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than one lakh rupees but which may extend to three

lakh rupees, or with both.

“specified securities” includes employees’ stock option or other securities as may be notified by the Central Government from time to time.

“free reserves” includes securitiespremium account.

What are the benefits of BUY BACK OF SHARES?

There are many benefits of a buyback.

1.    With the reduction in the number of shares in the market, the earnings per share (EPS) increase.
2.    Since the company spends cash to buys its stock, the cash assets on its balance sheets reduce. This increases the RoE (return on equity).
3.    Shareholders who sell their stocks in the repurchase programme earn the market value plus a premium (if offered).
4.    The residual value for the remaining shareholders also goes up. Of course, it helps to up the promoter's stake in the company, assuming non-participation by promoters.5.    After buyback of shares the companies will have the advantage of servicing a reduced capital base with higher dividend yield.6.    Buyback of shares and securities results in lower capital base, enhances post-buyback earning per share and appreciates considerably the price-earnings ratio.

Compliance w.r.t BUY BACK OF SHARES

               

Form	Attachments
MGT-14	CTC of Special Resolution Notice & Explanatory Altered AOA
SH-8	Letter of Offer : Details of Promoters Auditor’s Report CTC of Board Resolution CTC of Special Resolution Notice & Explanatory Audited Financials of last 3 years
SH-9 (e-form)	Declaration of Solvency: CTC of Board Resolution CTC of Special Resolution Auditor’s Report Statement of Assets and Liabilities till ............ Affidavit as per Rule 17 (3) Form Link Download Form SH-9
SH-10 (Physical Form)	Register of Buy-back (No Specified Form) For Draft Form SH-10 : See Below
SH-11 (e-form)	Return of Buy-back with ROC: Description of Shares bought back Particulars relating to holders before Buy-back CTC of Board Resolution CTC of Special Resolution Balance sheet of Co Practicing CS Certificate of Extinguishing Share Certificate Certificate of Compliance of Procedure of Buy-back under Rule 17(14) in Form SH-15 Form Link; Download Form SH-11

​ DRAFT DOCUMENTS

BOARD RESOLUTION

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF…………….PRIVATE LIMITED IN THEIR MEETING HELD ON THURSDAY, ..^TH……….., 2017 AT 11:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT

BUY-BACK OF EQUITY SHARES

“RESOLVED THAT in accordance with the provisions contained in Article 4A of the Articles of Association of the company and pursuant to the provisions of Section 68 and other applicable provisions, if any, of the companies Act 2013 and Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification and re-enactment thereof, for the time being in force), subject to the consent of the Shareholders in the General Meeting, the consent of the board be and hereby accorded to purchase the company’s own equity shares (hereinafter referred to as the "Buyback") ___________ (_________(In Words) number of fully paid equity shares of the face value of Rs. ___/- each (representing ___% of the total number of equity shares in the paid-up equity share capital of the Company), at a price not exceeding Rs. ____/- (Rupees _________ only) per equity share (the “Buy Back Offer Price”) payable in cash for an aggregate amount not exceeding Rs. ___________ (Rupees _____________ Only) (the “Buy Back Offer Size”) (being ____% which is less than 25% of the total paid-up equity share capital and free reserves of the Company as per latest audited accounts of the company as on __^th_________, 20__), from the Existing shareholders of the Company on a proportionate basis, and in accordance with the provisions of the Buyback contained in the Act.”

“RESOLVED FURTHER THAT the buyback is being proposed in keeping with the Company’s desire to enhance overall shareholders value, to optimize return to the shareholders and to provide an exit route to the shareholders.” 

 

“RESOLVED FURTHER THAT the Board confirms that it has made full inquiry into the affairs and prospects of the Company and that it has formed the opinion that: 

 

(a) Immediately following the date on which the Extra Ordinary general meeting will be convened, there will be no grounds on which the Company could be found unable to pay its debts;

(b) as regards the Company’s prospects for the year immediately following the date on which the Extra Ordinary general meeting is convened and having regard to the Board’s intentions with respect to the management of the Company’s business during that year, and to the amount and character of the financial resources, which in the Board’s view, will be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date; and

(c) in forming its opinion, the Board has taken into account the liabilities (including prospective and contingent liabilities), as if the Company were being wound up under the provisions of the Companies Act.

“RESOLVED FURTHER THAT the Board further confirms with respect to buyback process that:

a.            The equity shares of the Company are fully paid up.

b.            The Company shall not issue or allot any Equity Shares including by way of bonus or convert any outstanding securities into Equity Shares, from this date till the date of closure of this Buy-back.

c.            The Company shall not issue fresh Equity Shares within a period of Six Months after the completion of Buy-back except in discharge of subsisting obligations.

d.            That there are no defaults subsisting in the repayment of Deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks.

e.            That the ratio of the aggregate of secured and unsecured debts owned by the Company after the Buy-back is not more than twice the paid up capital and free reserves of the Company.”

“RESOLVED FURTHER THAT Mr. ……….., Director of the company be and is hereby authorize to digitally sign all the necessary forms required to be filed with the Registrar of Companies, State : _____________, ____________, under the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary, expedient or proper, to be in the best interest of the shareholders for the implementation of the Buy-back, carry out incidental documentation as also to make applications to the appropriate authorities for their approvals and to initiate all necessary actions for preparation and issue of various documents including Letter of Offer, opening of accounts, declaration of solvency, extinguishment of share certificates and ‘Certificates of Extinguishment’ required to be filed in connection with the Buy-back on behalf of the Board and such other undertakings, agreements, papers, documents and correspondence as may be necessary for the implementation of the Buy-back required to be filed with the Registrar of Companies, and/or other authorities.”

CERTIFIED TRUE COPY

FOR…………. PVT LTD

……………

Director

DIN:………..

SPECIAL RESOLUTION

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF………….PVT LTD IN ITS EXTRA ORDINARY GENERAL MEETING HELD ON …………..-, …^TH ......., 20__ AT 10.00 A.M AT ………..

Special Business: Buyback of Equity Shares : 

To consider and, if thought fit, to pass the following resolution, as a Special Resolution:

“RESOLVED THAT in accordance with the provisions contained in Article 4A of the Articles of Association of the company and pursuant to the provisions of Section 68 and other applicable provisions, if any, of the companies Act 2013 and Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification and re-enactment thereof, for the time being in force), and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the company (hereinafter referred to as the “Board” which expression shall include any board committee and / or any director / officer authorized by the Board for the purpose) to purchase the Company's own fully paid _____________- number of equity shares of the face value of Rs. ___/- each, upto a maximum price of Rs. ______/- per Equity share (the “Buy Back Offer Price”) out of free reserves and/or securities premium account, from the existing shareholders on a proportionate basis (hereinafter referred to as “Buyback”), subject to the condition that the aggregate amount to be expended by the Company for the said Buyback shall not exceed Rs __________/- (Rupees _______________ only) (the “Buyback Offer Size”) being ___% which is less than 25% of the total paid-up equity share capital and free reserves of the Company as per latest audited accounts of the company as at __^th _________, 20__

RESOLVED FURTHER THAT such Buyback may be made out of the Company’s free reserves and / or such other sources as may be permitted by law and as permitted under the Companies Act and that the Company may buy-back Equity Shares from all the existing equity shareholders on a proportionate basis. 

 

RESOLVED FURTHER THAT Mr. _______________, be and is hereby appointed as the Compliance Officer for the proposed Buy-back.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do or cause to be done all such acts, deeds, matters and things and execute and sign all such documents and papers and provide all such information and confirmations, as may be necessary for the implementation of the Buyback, including but not limited to:

              i.preparation, finalization, alteration, modification, issuance, re-issuance and filing with the appropriate authorities, of the resolutions, confirmations, intimations and declaration, including the letter of offer, declaration of solvency certificate, as may be required in relation to the Buyback; 
    
      ii.making of all necessary applications, providing all necessary information and documents to, and representing the Company before the Registrar of Companies, & other relevant regulatory authorities and / or third parties, including statutory auditors, in relation to the Buyback;

            iii.opening, operation and closure of all necessary accounts including bank accounts as per applicable law;

           iv.taking all actions for obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law;

            v.taking all actions for extinguishment and physical destruction of the share certificates in respect of the Equity Shares bought back by the Company;

           vi.proposing and accepting any change(s) or modification(s) in the Buyback mechanism and the documents connected with the said Buyback including declaring a reduction / extension of the Buyback offer period, as may be deemed fit and necessary in compliance with applicable law; and

          vii.Delegation of all or any of the authorities conferred above, to any committee of the Board or any other director(s) or executive(s) / officer(s) of the Company as may be necessary to give effect to the aforesaid resolutions.

RESOLVED FURTHER THAT Mr. ……….. and Mr. ………., Directors of the company be and are hereby authorized to sign and issue the Letter of Offer.

RESOLVED FURTHER THAT the company adopts the Statement of Assets and Liabilities as at __^th_________, 20__ as per draft placed before the meeting and authorizes Mr. ………..and Mr. ……….., Directors of the company, to sign the same.

RESOLVED FURTHER THAT the said Statement of Assets and Liabilities be appended to the Declaration of Solvency to be filed with the Registrar of Companies, Delhi

RESOLVED FURTHER THAT the Board in its absolute discretion, be and is hereby authorized to accept and make, in the interest of the Company, any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect of the Buyback, in accordance with the statutory requirements as may be applicable from time to time and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board may deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in relation to the proposed Buyback at any stage, including in relation to the applicability of any law, without requiring to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

CERTIFIED TRUE COPY

FOR …………….PVT LTD

Director

DIN:………

Draft Form SH-10

(PHYSICAL FORM)

FORM NO. SH.10

Register of shares or other securities bought-back

[Pursuant to sub-section (9) of section 68 of the Companies Act, 2013 and rule 17 (12) of the Companies (Share Capital and Debentures) Rules 2014]

Name of the company:

Registered address :

1.     Date of passing of special resolution at the meeting of the members authorizing buy-back of securities:

2.     Date of approval by the Board:

3.     Number, price and amount of shares or other specified securities authorized to be bought back:

4.     Date of opening and closing of buy-back offer:

5.     Date by which buy-back was completed:

6.     Description of shares or other specified securities bought back by the company:

S.No.	Folio number / DP Id/client ID number or certificate number of securities bought-back	Name of last holder of securities	*Category to which they belong	Date of buy-back
(1)	(2)	(3)	(4)	(5)

Number of securities bought- back	**Mode of buy-back	Nominal value of securities	Price at which securities are bought back	Date of payment
(6)	(7)	(8)	(9)	(10)

Amount paid for bought back securities	Cumulative total of securities bought- back	Date of/ cancellation / extinguishment and physical destruction of securities bought-back	Reference to entry in Register of members	Remarks
(11)	(12)	(13)	(14)	(15)

*Indicate the category of securities that have been bought back

§  Preference shares

§  Equity shares

§  Employees’ Stock Option shares

§  Sweat equity shares, etc

**Indicate whether the securities have been bought back from

§  the existing security-holders on a proportionate basis

§  the open market

§  odd-lots of listed securities

§  Employees’ Stock Option

§  Sweat equity

§  any other mode, if so indicate the mode

2.     Other relevant details, if any.

Place:                                                       Signature of the authorized signatory

Date:

                                                                 Name of the above person:

                                                                 Designation:

PROVISIONS OF SEBI Guidelines for Buyback for Shares

Ref: https://www.sebi.gov.in/acts/buybackreg.html

(a) Notice of special resolution:

The notice of special resolution to be passed by the members should contain explanatory statement giving details of the buy back deal as prescribed in Schedule I of SEBI Regulations.

(b) Buying from Members through Tender offer:

1. Under this method, the maximum price at which the company intends to buy back the shares should be indicated in the notice of the general meeting. If the promoters intend to offer their shares for buy back, details should be given in the notice of the general meeting. The company should make a public announcement in at least one English National Daily, One Hindi National Daily and One regional newspaper daily, all with wide circulation giving details prescribed in Scheduled II of SEBI Regulations.

2. The public announcement will mention the ‘specified date’ for the purpose of determining the names of shareholders to whom letters of offer shall be sent. Draft offer letter giving prescribed details should be submitted to SEBI along-with prescribed fees, at least 21 days before dispatch of letters of offer to shareholders. Offer for buy back will remain open for minimum 15 days and maximum 30 days.

Draft LOO -----> Dispatch of LOO to SH-----> Opening Of Issue-----> Closing of Issue 
                21 Days                                                                      15-30 Days

Letters of offer should be sent to the members well in advance so as to reach them before the opening date of the offer. If the acceptances by the shareholders are more than the number of shares offered to them for repurchase, the actual buy back will be on proportionate basis. The company shall have to open and maintain an escrow account with prescribed amount as deposit. Within 15 days of closure of offer for buy back, payment should be made or regret letters should be sent to the shareholders.

(c) Buyback through Stock Exchange:

1. In case of buy back of shares through stock exchange route, special resolution of members should prescribe maximum price at which shares can be bought and the buy backs shall not be made from promoters or persons having control in the company. Such persons will not deal in shares in stock exchanges when offer for buy back is open.

2. The company should appoint a merchant banker. Public announcement should be made at least 7 days prior to commencement of buy back. A copy of public announcement is to be filed with SEBI along-with prescribed fee within 2 days of such announcement.

3. Companies buying back via stock exchange route must disclose purchases daily. Details of shares purchased every day should be informed to the stock exchanges. Payment will be made as per rules of trading in the stock exchanges.

Other Guidelines:

(a) The company will make true and full disclosure in the letter of offer and the public announcement.

(b) Bonus shares will not be announced when the buy- back offer is open.

(c) All payments will be made only by cash/cheque.

(d) Buy- back offer will not be withdrawn after public announcement.

(e) Locked-in-shares will not be bought back.

(f) The details regarding number of shares bought, price, total amount invested in buy back, details of shareholders from whom more than 1% of the total shares were bought and the consequent change in the capital structure.

Amendment via Securities and Exchange Board of India (Buy-back of Securities) (Amendment) Regulations, 2013

Regulation 15B--Escrow account

(1) The Company shall, before opening of the offer, create an escrow account towards security for performance of its obligations under these regulations, and deposit in escrow account 25 per cent of the amount earmarked for the buy-back as specified in the resolutions referred to in regulation 5 or regulation 5A.

             Opening of Offer   ----------------->  Open a Escrow Account 
                                Immediately/Before open offer

Payment to [security holders]

11. (1) The company shall immediately after the date of closure of the offer open a special account with a bankers to an issue registered with the Board and deposit therein, such sum as would, together with ninety percent of the amount lying in the escrow account make-up the entire sum due and payable as consideration for buy-back in terms of these regulations and for this purpose, may transfer the funds from the escrow account.

(2) The company shall within seven days of the time specified in sub-regulation (5) of regulation 9 make payment of consideration in cash to those security holders whose offer has been accepted or return the shares or other specified securities to the security holders.

               Closure of Issue   ----------------->  Payment to shareholder

                                          within 7 Days 

PRACTICAL ASPECTS OF BUY BACK:-

Ref:  “HCL Buyback Offer 2017
Procedure to be followed by Eligible Sellers holding Equity Shares in the Physical form:

(a) Equity Shareholders who are holding physical Equity Shares and intend to participate in the Buyback will be required to approach the Seller Member along with the complete set of documents for verification procedures to be carried out including the:

(b)    

1) completed tender form and original share certificate(s),

2) valid Form SH 4 (transfer form) duly filled and signed by the Eligible Seller (in same order and as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place

authorizing the transfer in favor of the Company,

3) self-attested copy of the Eligible Seller's PAN Card, and

4) any other relevant documents such as (but not limited to):

• Duly attested Power of Attorney if any person other than the Equity Shareholder has signed the

relevant Tender Form;

• Notarized copy of death certificate / succession certificate or probated will, if the original Equity

Shareholder has deceased;

• Necessary corporate authorisations, such as Board Resolutions etc., in case of companies

5) In addition, if the address of the Equity Shareholder has undergone a change from the address registered in the register of members of the Company, the Equity Shareholders would be required to submit a self attested copy of address proof consisting of any one of the following documents: valid Aadhar Card, Voter Identity Card or Passport.

(b) Based on these documents, the concerned Seller Member shall place a bid on behalf of the Eligible Seller holding Equity Shares in physical form and who wish to tender Equity Shares in the Buyback, using the Acquisition Window of BSE. Upon placing the bid, the Seller Member shall provide a TRS generated by the exchange bidding system to the Eligible Seller. TRS will contain the details of order submitted like folio no., certificate no., distinctive no., no. of Equity Shares tendered etc.

(c) The Seller Member / Eligible Seller has to deliver the original share certificate(s) and documents (as

mentioned above) along with TRS generated by exchange bidding system upon placing of bid, either by

registered post or courier or hand delivery to the Registrar to the Buyback (at the address mentioned on the cover page and also in clause 18 above) within 2 (two) days of bidding by Seller Member. The envelope should be super scribed as “..... Buyback Offer 20XX”. One copy of the TRS will be retained by Registrar and it will provide acknowledgement of the same to the Seller Member/Eligible Seller.

(d) Eligible holding physical Equity Shares should note that physical Equity Shares will not be accepted unless the complete set of documents are submitted. Acceptance of the physical Equity Shares for the Buyback shall be subject to verification as per the Buyback Regulations and any further directions issued in this regard. The Registrar will verify such bids based on the documents submitted on a daily basis and till such time the BSE shall display such bids as 'unconfirmed physical bids'. Once the Registrar confirms the bids, it will be treated as 'Confirmed Bids'.

(e) In case any Eligible Seller has submitted Equity Shares in physical form for dematerialization, such Eligible Seller should ensure that the process of getting the Equity Shares dematerialized is completed well in time so that they can participate in the Buyback offer before the Closing Date.

Procedure to be followed by Eligible Sellers holding Equity Shares in the dematerialized form:

(a) Eligible Seller who desire to tender their Equity Shares in the electronic / dematerialized form under the Buyback would have to do so through their respective Seller Member by giving the details of Equity Shares they intend to tender under the Buyback.

(b) The Seller Member would be required to place an order / bid on behalf of the Eligible Sellers who wish to tender Equity Shares in the Buyback using the Acquisition Window of BSE. Before placing the bid, the Eligible Seller would be required to transfer the tendered Equity Shares to the account of the Clearing Corporation, by using the early pay in mechanism as prescribed by BSE or the Clearing Corporation, prior to placing the bid by the Seller Member. The details of the early pay-in account will be intimated in the circular to be issued in this regard.

(c) Upon placing the order, the Seller Member shall provide transaction registration slip (“TRS”) generated by the stock exchange bidding system to the Equity Shareholder. TRS will contain details of order submitted like bid ID No., DP ID, Client ID, no. of Equity Shares tendered, etc.

(d) Bidding formalities are completed on the part of the Shareholder

(e) RTA/ Company will fetch all the bidding data from BSE and NSE and will proceed as scheduled

(f) TRS shall be kept by the bidder for further correspondence with RTA/ Company for status of acceptance of Bid and Payment of money towards buy back of shares.

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Ravi Garg

Company Secretary

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