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)
|
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
|
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)
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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