Draft Documents For Buy - Back

Procedure for Buy-Back

1. Check Articles whether it has clause for buy-back.
2. Can be done only out of

• free reserves, securities premium account and proceeds of shares or other securities.

3. Cannot be done out of the proceeds of an earlier issue.
4. Amount of buy-back does not exceed 25% of the total paid up capital and free reserves of your company and the buy-back of shares should not exceed 25% of your company’s total paid up equity capital in that F.Y.
5. Ratio of all debt owned by the company is not more than twice the capital and its free reserves after buy back.
6. All the shares shall be fully paid up.
7. Complete the procedure of buy back within period of 12 months from the date of passing the special resolution.
8. Do not issue the same kind of shares within period of 6 months from the completion of the procedure of buy-back.
9. Maintain a register of buy back, the consideration paid for the securities buy back, the date of cancellation of securities the date of physically destroying the securities in Form No SH-10
10. Acceptance of buy back per shareholder should be on proportionate basis.

Please Note that buy back can be done at any price provided the reserve + share capital should not be utilized more than 25% and post buy-back debt equity ratio should not cross 2:1.

Prepare Audited Financials till ______^th _________, 20__

Sr.	Date	Particulars
	00/00/20__ BM	Hold Board Meeting for- - disclosure of interest by director (Mr. _______) for appointment of_______ - Appointment of Mr. ____________ as an Additional Director (BR No-04) - Proposal for Buy back of Equity shares & Authorization to director for Filing all the required Forms with ROC (BR No-05) Accept Auditor’s Report and Certificate for Buy-back after BM - Approve Notice & Explanatory statement for calling EGM (BR No-07) (along with Auditor’s Report and Certificate for Buyback) Authorize both directors to sign audited balance sheet of the company Board Resolution for filing all Forms of BB is No. 05 as per minutes
	00/00/20__ EGM	Hold EGM :- - Pass Special Resolution for approving buyback of shares (EGM ItemNo-01) - After EGM prepare Draft Letter of offer & prepare Declaration of solvency
	00/00/20__	File Form MGT-14 for Special Resolution for buyback
	00/00/20__	File Letter of Offer in Form SH-8 with ROC –date will be __st ___ and do notary on  __st ___ and file it on  __st ___ (signed by 2 directors)
	00/00/20__	File Declaration of Solvency in Form SH-9 verified by an affidavit with ROC showing -Statement of assets and liabilities till 00/00/20__. (Signed by 2 directors) (along with SH-8) (being the latest date before making this declaration date)- date will be  __st ___
	00/00/20__	File Form MGT-14, SH-8 and SH-9
	00/00/20__	Dispatch the letter of offer to all the shareholders by Registered post or hand delivery (immediately after filing it with ROC but not more than 21 days)
	00/00/20__  to 00/00/20__	Letter of Offer should be kept Open for 15 to 30 days from the date of dispatch of offer
	00/00/20__ (within 15 days from closure)	Close the offer complete the verification of letter of acceptance received from various shareholders.
	00/00/20__	Immediately after closure of offer, Open a separate bank a/c and deposit the amount of consideration- already there in bank
	00/00/20__  (within 7 days of verification)	Make a payment only by Cash to all the shareholders whose shares have been accepted and complete buyback here.
	00/00/20__ After 1st Feb	Within 7 days of making payment get certificate of practicing CS regarding extinguishing the share certificates.(check bank acc balance)
	00/00/20__	Within 30 days of making payment file Return of Buy-back in Form SH-11 with ROC (with Form SH-15 - that Buy-back has been made in compliance)

Form	Attachments	ROC Filing Fees
MGT-14	CTC of Special Resolution Notice & Explanatory Altered AOA	Rs. 500
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	Rs. 500
SH-9	Declaration of Solvency: CTC of Board Resolution CTC of Special Resolution Auditor’s Report *Statement of Assets and Liabilities till __th _________, 20__ Affidavit as per Rule 17 (3)	Rs. 500
SH-10	Register of Buy-back (No Form)	-
SH-11	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	Rs. 500

Buy-back documents Checklist

Filing	Particulars		On which paper
MGT-14	CTC Special Resolution		Letterhead of Co
	Notice & Explanatory		Letterhead of Co
	AOA
SH-8	Letter of Offer- prepare and do on or after EGM date		Letterhead, Dated, & Notary
	Declaration by Auditors (workings)		Letterhead of Auditor
	Details of Promoters		Letterhead of Co
	Audited Financials of Last 3 years with letter of offer
	CTC BR		Letterhead of co
	CTC Special Resolution		Letterhead of Co
	Notice & Explanatory		Letterhead of Co
SH-9	Statement of Assets & Liabilities		Rs. 100 Stamp Paper & Notary
	Auditors Report		Letterhead of Auditor
	Declaration by Auditors (workings)		Letterhead of Auditor
	Affidavit as per Rule 17(3)-means declaration of solvency		Rs. 100 Stamp Paper & Notary
SH-11	Balance sheet of Co Signed and dated		Letterhead of co
	Particulars relating to holders before buyback		Letterhead of co
	Description of shares bought back		Letterhead of co
	Certificate of Compliance by CS in SH-15		Letterhead of CS
	Certificate of Extinguishment of share certificates by CS		Letterhead of CS
	CTC BR		Letterhead of co
	CTC Special Resolution		Letterhead of Co
	Notice & Explanatory		Letterhead of Co

DRAFT FORMAT

Affidavit (declaration of solvency)

On Rs. 100 stamp paper and Notary

Do it on __^st _______ 20__

Declaration of Solvency

Name of the Company :                                  ________________ (In Capital Letters)

CIN Number :                                                ___________________-

Address (Regd. Office) :                                 ___________________,

                                                                      ____________________,

                                                                      City : ____, Pin : ______

                                                                      State : ________________ 

Presented by :                                                Mr. ____________

(Designation) :                                                Director

We, Mr. ___________, S/o Shree _______________, Resident of ______________, City : ________ Pin Code : ______, State : ______________ and Mr. ___________, S/o Shree _______________, Resident of ______________, City : ________ Pin Code : ______, State : ______________ being the directors of M/s ________________ Pvt Ltd do solemnly affirm and declare that we have made full inquiry into the affairs of the company as a result of which we have formed an opinion that the Company is capable of meeting its total liabilities and that the company will not be rendered insolvent within a period of one year from the date of making this declaration.

We append a statement of company’s assets and liabilities as at __^th _________, 20__ being the latest date before making of this declaration (Annexure-I).

We further declare that the company’s audited annual accounts including the Balance Sheet have been filed up to date with the Registrar of Companies, State : _____________.

Signature ………………………

Name: Mr. _______________

Designation: Director 

DIN : ___________ 

Signature ………………………

Name: Mr. _______________

Designation: Director 

DIN : ___________ 
 

                                              Verification

And we make this solemn declaration believing the same to be true. We solemnly declare that we have made a full enquiry into the affairs of the Company including assets and liabilities of this company and that having done so and having noted that the shareholders by a special resolution have approved the buy-back of __________ (___________ shares only) number of shares/ securities as per the provisions of the Section 68 of the Companies Act, 2013.

Verified this day the __^th  Day of ________, 20__

Signature ………………………

Name: Mr. _______________

Designation: Director 

DIN : ___________ 

Signature ………………………

Name: Mr. _______________

Designation: Director 

DIN : ___________ 

Solemnly affirmed and declared at _____________ the __^th  Day of ________, 20__ before me.

Annexure - I

Statement of Assets and Liabilities

Statement as at __^th _________, 20__ showing assets at estimated realizable values and liabilities expected to rank.

Name of the Company: ___________________- Private Limited

Assets                                          

                                                      (Amounts in Rs.)

Sr. No	Name of Assets	Book Value	Estimated to realize
	Balance at Bank
	Cash in hand
	Trade Debtors
	Short term Loans & Advances
	Long term Loans & Advances
	Plant and Machinery
	Furniture, fittings,Utensils, etc.
	Investments other than Marketable Securities
	Intangible Asset
	Other property viz. Building, Land
	Inventory
	Other Current Asset
Total

Liabilities 

                                                        (Amounts in Rs.)

Sr.No	Name of Liabilities	Book Value	Estimated to realize
1.	Secured Loans
2.	Short Term Borrowings- Unsecured
3.	Estimated cost of liquidation and other expenses including interest accruing until payment of debts in full.
4.	Unsecured Creditors (a) Trade accounts
	(b) Other liabilities
	(c) Short term provisions
	(d) Deferred Tax Liability
Total

Total Estimated value of Assets - Rs. ___________/-

Total Liabilities - Rs. ___________/-

Estimated surplus after paying debts in full - Rs. ___________/-

Signature: ___________                                  Signature: ___________

Name: Mr. ___________                                 Name : Mr. _____________

Report of Auditors

The Board of Directors

_____________________ PVT LTD

_____________________,

_______________,

 City : __________, Pin Code : ______

State : _______________

Dear Sirs,

We, M/s ____________-, Chartered Accountants, (City), Statutory Auditors of the Company, in connection with the proposal of the Company to Buy back its shares and in pursuance of the provisions of Sections 68 of the Companies Act, 2013 and Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 we have examined the audited financial statements of the Company for the period ended on  __^th _________, 20__ and the relevant records, ratios, analysis, reports, and according to the information and explanations given to us and on the basis of such verification of relevant records as we considered appropriate, report that:

1. We have inquired into the Company's state of affairs: 
    
2. In our opinion the amount of permissible capital payment being Rs. ______________ (Rupees _______________ Only) which is _______________% (being less than 25%)of the total paid up capital and free reserves of the Company for the shares to be bought back as given below, is properly determined in accordance with Section 68 of the Companies Act, 2013. 
    

PARTICULARS                                                 AMOUNT (Rs.)

Paid up Share Capital as at 00-00-20__                      0

Add: Free Reserves as at 00-00-20__                         0

                                                                                                ----------------

            Total                                                                           0

______% of total of share capital and free reserves of Rs. ____________/- is Rs. _____________/-. Maximum shares that can be bought back as per this criteria at Rs. ____/- per share is _________.

3. The audited accounts on the basis of which calculation with reference to buy-back is done is not more than six months old from the date of the offer document

4. The Board of Directors in their meeting held on __^th _________, 20__ have formed their opinion on reasonable grounds and that the Company will, not, having regard to its state of affairs, be rendered insolvent within a period of one year from the date of the Extra-Ordinary General Meeting of the Members of the Company proposed to be held on __^th _________, 20__

We have not performed an audit, the objective of which would be the expression of an opinion on the specified elements, accounts or items thereof for the purposes of this report. We further state that the Compliance with the provisions of the Companies Act, 2013 and Rules thereof is the responsibility of the Company’s management and accordingly we do not make any representation regarding the question of legal interpretation or representation regarding compliance with company law requirements. 
 

This report is intended solely for your information and for purpose of inclusion in the explanatory statement to the notice for special resolution and the letter of offer for buy-back and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For, __________________

Chartered Accountants 

Firm Reg. No.: _______

Place: _________________

Date: __^th _________, 20__

CA Declaration

Report on permissible buyback of equity shares
(as per provisions of buyback of shares contained in Section
68 of the Companies Act, 2013)
This report is addressed to _____________ Pvt. Ltd., having its Reg. Office at ________, City : __________, Pin Code : __________, State : ___________ and branch situated at ________, City : __________, Pin Code : __________, State : ___________.
We have inquired into the company’s state of affairs and on the basis of the same we report that;
1.	The amount of permissible capital payment for the securities in questions is in our view properly determined;
2.	We are not aware of anything to indicate that the opinion expressed by the directors and declaration to any of the matters mentioned in the declaration is unreasonable in all the circumstances;
Permissible buyback of equity shares is determined as below:
(a)   The buyback is authorized by articles of association of the company
(b)   All the equity shares for buyback are fully paid up.
(c)    ______% of the total paid up capital.
	Total Paid Up Capital As On (Month) (Day), 20__
ADD : -	Free Reserves
	Surplus In Profit & Loss A/C
		Total of Captial and Free Reserve
	_____% Of Total Of Share Capital And Free Reserve Of Rs._______/-
	Maximum Shares That Can Be Bought Back As Per This Criteria, (at Rs. ___ per share)
	(d) 20% of its total paid up capital of Rs. _________/-
	Maximum Shares That Can Be Bought Back As Per This Criteria, __.00 Rs. Paid-Up Value Per Share
	(e) DEBT-EQUITY RATIO 2:1
		Debt as on (Month) (Day), 20__
		Cash credit from banks
		Term loans from banks
		Unsecured Loan
		Total
		Equity as on (Month) (Day), 20__
		Capital
		Issued subsribed & paid up capital
		__________ Equity shares of Rs. ____/- each
		TOTAL (A)
		Free Reserves
		Surplus in profit & loss
		TOTAL (B)
		TOTAL(A+B)
		Debt Eqiuty Ratio Before Buy Back as on (Month) (Day), 20__
		Equity which can be reduced by the amount so that debt equity ratio does not exceed 2:1
		Maximum shares that can be bought back as per this criteria (at Rs. ____ per share)
Hence, Permissible buyback of shares based on all the above criteria and as per latest audited financial statements lower of all above criteria is ________ shares
Place :_____________				For ____________________
Date : ____th _______, 20__				CHARTERED ACCOUNTANTS
				FRN ____________

BOARD RESOLUTION - Buyback

========================================================================

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF __________________ PRIVATE LIMITED IN THEIR MEETING HELD ON THURSDAY, __^TH _____________, 20__ AT 11:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ___________ CITY __________, STATE :____

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:

1. The equity shares of the Company are fully paid up.
   
   
2. 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.

3. 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.

4. 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.

5. 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:____________

Address: _______________,

 _______________________, 

City : __________

Pin Code:__________

State : ______________

EGM 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  ___________ CITY __________, STATE :____

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:

1. 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; 
    
2. 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;
   
   
3. opening, operation and closure of all necessary accounts including bank accounts as per applicable law;
   
   
4. taking all actions for obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law;
   
   
5. taking all actions for extinguishment and physical destruction of the share certificates in respect of the Equity Shares bought back by the Company;
   
   
6. 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
   
   
7. 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, ______________.

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:____________

Address: _______________,

 _______________________, 

City : __________

Pin Code:__________

State : ______________

Description of Shares BB-SH-11

Description of securities bought-back by the Company

Sr	Folio No. /Certificate no of securities bought-back	Date of buy-back of securities	Number of securities bought-back	Category	Name of the last holder of security	Reference to entry in register of members	Mode of buy-back of securities	Face value of a security (Rs.)	Buy-back value paid for a security (Rs.)	Total consideration paid for buy-back of securities (Rs.)	Cumulative total of column 11	Date of cancellation of securities bought-back	Date of extinghuishment of securities bought-back	Date of physical destruction of securities bought back	Re-marks
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)	(13)	(14)	(15)	(16)
01	F. No. __ CR.No.___			Equity		01	exiting security holders on a proportionate basis by Cheque no. ______		Rs. __/-	Rs. _______/-	Rs. _______/-
02	F. No. __ CR.No.__			Equity		17	exiting security holders on a proportionate basis by Cheque no. ______		Rs. __/-	Rs. _______/-	Rs. _______/-

______________                                                                                  _______________

Director                                                                                                Director

DIN: ________                                                                                    DIN:_________

Address: __________,                                                                         Address: __________, 

                                                                                                              

City : __________                                                                                City : _____________                                                                                                                                

Pin Code:__________                                                                         Pin Code : ______

State : ______________                                                                       State : ________

Details of Promoters/Shareholders

Details of shareholders
Folio No	Name	Shares	Certificate Numbers
1
4
10
13
17
20
21
22
Total

______________                                                                                  _______________

Director                                                                                                Director

DIN: ________                                                                                    DIN: _________

Address: __________,                                                                         Address: __________, 

                                                                                                              

City : __________                                                                                City : _____________                                                                                                                                

Pin Code:__________                                                                         Pin Code : ______

State : ______________                                                                       State : ________

Form Number SH - 15

Certificate of compliance in respect of buy-back of securities

[Pursuant sub-rule (14) of rule 17 of the Companies (Share 

Capital and Debentures) Rules 2014]

1. (a) Corporate identity number (CIN) of company: U_______________________-

2. (a) Name of the company: _____________________ PVT LTD

(b) Address of the registered office of the company: ________________________, City : ______, 
                                                                                  Pin Code : _____, State : _____________

(c) E-mail ID of the company: ________________ ; _______________

We, Mr. _______________ & Mr. ________________, directors of the __________________ Pvt Ltd certify that the provisions of Companies Act, 2013 and rules made thereunder relating to buy-back of securities have been complied with in respect of the securities bought back vide Board Resolution dated ___^th __________, 20__ and special resolution passed by the members in the general meeting held on __^th _________, 20__ and the details relating to which has been filed in Form No. SH-11 with the Registrar of Companies.

Date:                                                                                      Signature

Place :                                                                                    Name: Mr. ___________
                                                                                        Designation: Director

Signature

  Name: Mr. ____________

                                                                                      Designation: Director

Verified by: _____________ _______________________

Company Secretary in Practice

CP No.: _________

Membership No.: _________

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as an equity shareholder(s) of the Company, as on the specified Date (__^th _______, 20__), for any clarification/ help on the subject, investors are advised to contact the compliance officer of the company. 

 

____________________________ PVT LTD

CIN-U____________________

Registered Office: _______________, City : ______, Pin Code : ______,State : _____________

Tel No: 0  -______/_________; Fax No: 0___ - ______

Email: ______________

CASH OFFER TO BUY BACK UP TO _________ FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RS. ____/- EACH (“EQUITY SHARES”), REPRESENTING 20% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS ON ____^TH _____, 20__, FROM ALL THE EQUITY SHAREHOLDERS OF THE COMPANY ON A PROPORTIONATE BASIS, THROUGH THE “PRIVATE OFFER”, AT A PRICE OF RS._____/-(RUPEES __________________ ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT OF RS. ____________/- (RUPEES _______________ ONLY) (“BUY-BACK SIZE”).

The Buy-back Offer is pursuant to Section 68 and all other applicable provisions of the Companies Act, 2013, as amended (“the Act”) and in accordance with the provisions contained in Article 4A of the Articles of Association of the Company and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory authorities.

The procedure for acceptance of this offer is set out in Point No. 16 of this letter of offer. An Offer form is enclosed with this letter of offer. The Form with the relevant enclosures should be dispatched/ delivered so as to reach us on or before____th _____________, 20__. The Shareholders are advised to refer to Details of Statutory approvals Point no. 13 and Note on Taxation Point No. 17 before tendering their equity shares in the buyback.

Buy-back Opens On - _______________ (Date)

Buy-back Closes On -  _______________ (Date)

Notice & Explanatory Statement of EGM 

N O T I C E

=========================================================================

NOTICE IS HEREBY GIVEN THAT THE EXTRA-ORDINARY GENERAL MEETING OF MEMBERS OF ______________ PVT LTD WILL BE HELD ON ________-, ___^TH ___________, 20__, AT 10.00 A.M AT ______________ CITY, STATE : __________, TO TRANSACT THE FOLLOWING BUSINESS:

Item No. 1 – 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:

1. 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; 
   
    
2. 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;
   
   
   
3. opening, operation and closure of all necessary accounts including bank accounts as per applicable law;
   
   
   
4. taking all actions for obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law;
   
   
   
5. taking all actions for extinguishment and physical destruction of the share certificates in respect of the Equity Shares bought back by the Company;
   
   
   
6. 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
   
   
   
7. 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 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,State : __________.

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.”

                        By the order of the Board

FOR _______________________ PVT LTD

Place :                                                                             Name : __________________

Date : __^th _________, 20__                                      Director

  DIN: ___________

  Address: _____________,

                                                                                       ___________________,

                                                                                       City : ______________

                                                                                       Pin Code : _____________

                                                                                       State : _______________

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the Company. Proxies in order to be effective must be received by the Company not less than 48 hours before the meeting.

2. Members / Proxies should bring attendance slips sent herewith duly filled in, for attending the meeting.

                               By the order of the Board

 

FOR _______________________ PVT LTD

Place :                                                                        Name :_____________

Date :                                                                         Director

DIN:__________

Address: _____________,

                                                                                    ___________________,

                                                                                    City : ______________

                                                                                     Pin Code : _____________

                                                                                      State : _______________

 ANNEXURE TO NOTICE

 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

Item No.1 

 

As required under the relevant provisions of the Companies Act and Rule 17(1) of the Share Capital Rules, this explanatory statement contains true, factual, relevant and material information, as detailed herein, to enable the members to consider for approval, the proposed special resolution on Buyback of the Company’s Equity Shares:

1. The Board of Directors of the Company has, in its meeting held on __^th ________, 20__, subject to the approval of the members of the Company, approved the proposal for the Buyback.

2. The Company intends to buy-back its shares in order to rationalize its capital structure and for the following reasons:

1. Enhance shareholder value by utilizing surplus cash available with the Company,
2. To optimize return to the shareholders & 
    
3. To provide an exit route to the shareholders

3. The Board has proposed a maximum limit of Rs. _____________/- for the Buyback. This represents approximately ______% of the aggregate of the Company's paid up capital and free reserves eligible for use in the Buyback as at _____^th __________, 20__ which is within the maximum permissible limit of 25%. The funds for the Buyback will be available from the current surplus, cash balances and/or internal accruals of the Company. Though the Company does not propose raising debt for effecting the Buyback, it may continue to borrow fund since the ordinary course of its business.

4. The Buyback will be implemented by the Company by way of a private offer to its existing shareholders on a proportionate basis, as permitted under the Companies Act. The Buyback will be implemented in accordance with the Companies Act and the Share Capital Rules and on such terms and conditions as may be deemed fit by the Company. 
 

5. The Buyback Price is fixed at Rs ____/- (Rupees _____________ only) per Equity Share, which amount has been arrived at after considering various factors such as net worth of the Company, cash flows, etc.

6. The Company has authorized the Board of Directors to adopt at the appropriate time any method as it may deem fit to adopt for effecting the Buyback as may be permissible under the companies act and rules.

7. The proposed Buyback will be completed within a period of one year from the date of passing of the special resolution approving the proposed Buyback.

8. (a). The aggregate shareholding of the promoters and of the Directors of a Promoter, where the Promoter is a Company and of directors and key managerial personnel of the Company as on the date of notice is ___________ equity shares constituting 100% of Issued share capital of the company.

(b) aggregate number of equity shares purchased or sold by persons including persons mentioned in (a) above during a period of twelve months preceding the date of the Board Meeting at which the buyback was approved from date till date of notice convening the general meeting- nil

(c). The maximum and minimum price at which purchases and sales referred to in (b) above were made along with the relevant date- nil

(d) The Promoters may tender their equity shares to the Company under the Buyback.

9. The Company confirms that there are no defaults subsisting in repayment of deposits or interest payment thereon, redemption of debentures or payment of interest thereon, redemption of preference shares or payment of dividend due to any shareholder or repayment of any term loans or interest payable thereon to any financial institution or banking company.

10. The Board of Directors of the Company has confirmed 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 is 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 aforesaid, 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.

(d) That the debt equity ratio of the Company after the buy-back will be within the limit of 2:1 as prescribed under the Act

11. The text of the report dated __^th _________, 20__ addressed to the Board by M/s. _______________, Chartered Accountants, _____________, Statutory Auditor of the Company is reproduced below:

The Board of Directors

_______________________ PVT LTD 

_______________,

City : _______________,

Pin Code : _____________,

State : _____________

We, Statutory Auditors of the Company, in connection with the proposal of the Company to Buy back its shares and in pursuance of the provisions of Sections 68 of the Companies Act, 2013 and Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 we have examined the audited financial statements of the Company for the period ended on __^th _________, 20__ and the relevant records, ratios, analysis, reports, and according to the information and explanations given to us and on the basis of such verification of relevant records as we considered appropriate, report that: 

 

(a) We have inquired into the Company’s state of affairs. 
 

(b) In our opinion the amount of permissible capital payment being Rs. __________ (Rupees ______________ Only) which is _____% (being less than 25%)of the total paid up capital and free reserves of the Company for the shares to be bought back as given below, is properly determined in accordance with Section 68 of the Companies Act, 2013. 

 

PARTICULARS                                                             AMOUNT (Rs.)

Paid up Share Capital as at 00-00-20__                                  0

Add: Free Reserves as at 00-00-20__                                     0

                                                                                               ----------------

Total                                                                                        0

___% of total of share capital and free reserves of Rs. _____________ is Rs. ____________/-. Maximum shares that can be bought back as per this criteria at Rs. _________/- per share is __________.

(c) The audited accounts on the basis of which calculation with reference to buy-back is done is not more than six months old from the date of the offer document; and 
 

(d) The Board of Directors in their meeting held on __^th _______, 20__ have formed their opinion on reasonable grounds and that the Company will, not, having regard to its state of affairs, be rendered insolvent within a period of one year from the date of the Extra-Ordinary General Meeting of the Members of the Company proposed to be held on __^th _________, 20__
 

We have not performed an audit, the objective of which would be the expression of an opinion on the specified elements, accounts or items thereof for the purposes of this report. We further state that the Compliance with the provisions of the Companies Act, 2013 and Rules thereof is the responsibility of the Company’s management and accordingly we do not make any representation regarding the question of legal interpretation or representation regarding compliance with company law requirements.

This report is intended solely for your information and for purpose of inclusion in the explanatory statement to the notice for special resolution and the letter of offer for buy-back and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For, ________________                                                                  Place: ______________

Chartered Accountants                                                                 Date: _____^th ________, 20__

Firm Reg. No.: _______________

Sd/-

_________________

Partner

Mem. No.: _____________

12. The Company will transfer from its free reserves, a sum equal to the nominal value of the Equity Shares which are purchased through the Buyback to the capital redemption reserve account and the details of such transfer will be disclosed in the balance sheet.

13. The debt to equity ratio post the Buyback will be below the maximum allowable limit of 2:1 set by the Act.

14. The Buyback is subject to such sanctions and approvals as may be required under applicable laws and regulations.

15. All the Directors may be deemed to be concerned or interested in the resolution to the extent of shares held by them in the Company like any other Member.

16. As per the provision of the Act, the equity shares to be bought back by the Company will compulsorily be cancelled and will not be held for re-issue.

17. All the relevant documents referred to in this notice and accompanying explanatory statement such as memorandum and articles of association of the Company, relevant board resolution and auditors’ report, are open for inspection at the registered office of the Company on all working days, except holidays, between 9.00 a.m. and 6.00 p.m. till the date of the ensuing Extra Ordinary General Meeting.

18. In the opinion of the Board, the proposal for Buyback is in the interest of the Company and its equity shareholders. The directors of the Company, therefore, recommend passing the special resolution as set out in this notice. None of the directors of the Company is, in anyway, concerned or interested, either directly or indirectly in passing of the said resolution, except to the extent of their shareholding in the Company.

By the order of the Board 

FOR ____________________ PVT LTD

Place :                                                                        Name :______________

Date :                                                                                          Director              
                                                                                    DIN:_____________

Address: ______________,

                                                                                    ________________,

                                                                                    City : _____________

                                                                                    Pin Code : ___________
                                                                                    State :_____________

OFFER FORM

______________________ PVT LTD

CIN- U_________________________

CASH OFFER TO BUY BACK UP TO _________ FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RS. __/- EACH (“EQUITY SHARES”), REPRESENTING __% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS ON __^TH __________, 20__, FROM ALL THE EQUITY SHAREHOLDERS OF THE COMPANY ON A PROPORTIONATE BASIS, THROUGH THE “PRIVATE OFFER”, AT A PRICE OF RS.____/-(RUPEES __________ ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT OF RS. ________ (RUPEES ______________ ONLY) (“BUY-BACK SIZE”).

Buy-back Offer Opens On - _________________ (Date)

Buy-back Offer Closes On – _________________ (Date)

To be completed by the shareholders

{please read the instructions accompanying the tender/offer form carefully)

From:

Name of the sole/first shareholder : ___________________________________________

Folio Number _________________

Telephone:__________________________ Fax:______________________

Status: Please tick (√)

Individual Foreign Institutional Investor

Director Employee

Foreign National Relative of Director

Body Corporate Non Resident Indian

Nationalised Bank

The Board of Directors

__________________ PVT LTD

________________,

City : ________________,

Pin Code : _____________,

State : ______________

Dear Sirs, 
 

1. With reference to your Letter of Offer dated ___^th _____, 20__ offering to buy-back, up to __________ equity shares of ___________ Pvt Ltd ("the Company"),

I/We hereby Tender for buy-back the shares held by me/us as indicated in the Table below.

Ledger Folio No	No of shares Tendered for buyback	Share Certificate No	Distinctive Nos.

(If the space is insufficient, use additional sheets and authenticate the same. Where the aggregate number of shares offered for buy-back is less than the number of shares represented in the Share certificates tendered along with tender/offer form, the Company will accordingly split the Share certificates and the certificates in respect of balance shares will be returned to the shareholder along with the Payment order for the shares bought back)

2. I/We hereby agree that my/our tendering of equity share(s) held by me/us for buy-back is subject to the terms and conditions of the buy back offer dated ___^th _______, 20__, subject to the provisions of the Memorandum and Articles of Association of the Company, the Companies Act, 2013 and The Companies (share capital and debentures) Rules, 2014 and any other applicable Rules in this regard.

3. I/We accept buy-back of whatever lesser number of equity shares as may be bought back in case the aggregate number of shares offered by the shareholders is more than the total number of shares proposed to be bought back by the Company.

4. I/We authorise you to delete my/our name(s) in the Register of Members in respect of the equity shares that may be bought back from me/us or delete from my/our holding of shares in the Company such number of shares as may be bought back by the Company.

5. *I/We declare that I am/we are Indian National(s) Resident(s) in India and that I am/we are not tendering the equity share(s) as Nominee(s) of any person resident outside India, a foreign national, a foreign Company or a foreign controlled Company.

6. I/We declare that there are no restraints/injunctions or other order of any nature which limits/restricts in any manner my/our right to tender shares for buy-back and these shares are free from any encumbrances. I/We declare that I/We am/are legally entitled to tender shares for buy-back.

7. I/We agree that the Company is not obliged to accept any shares offered for buy-back where there exists restraint/order of the Court for transfer/disposal of shares or where loss of share certificates has been notified to the Company or where the shares are subject to restraint under the Special Court or if any other restraint subsists.

8. I/We undertake to return to the Company any buy-back consideration that may be wrongfully received by me/us.

9. I/We undertake that I/We will sign such other documents and do all such other acts, if any, necessary on my/our part to enable the Company to buy-back all/any part of the number of shares tendered for buy-back.

10. I/We give below particulars of my/our Bank Account in respect of the first named shareholder, which shall be incorporated in the consideration warrant for buy-back of shares. I/We confirm that payment of buy-back consideration to the first named shareholder shall constitute sufficient discharge by the Company. (It is mandatory for the shareholder to indicate Bank Account Number to which the offer proceeds would be made payable).

Name of the Bank : ________________________________

Complete Postal Address of the Bank/Branch _______________________

____________________________________________________________________

Current/Savings/A/c. No.: __________________________________________

14. The Permanent Account Number (PAN) number allotted under the Income Tax Act, 1961 is as under : _________________________________________________________

First Shareholder                    Second Shareholder                    Third Shareholder

PAN: ________                     PAN: _________                         PAN: _________

15. NATURE(S) OF THE APPLICANT(S). (Signatures should be in the same order and as per

      specimen recorded with the Company) 

 

First Shareholder                  Second Shareholder                          Third Shareholder

Name:_______________    Name:______________                    Name_____________

Signature____________     Signature____________                    Signature__________

Particulars relating to holders before BB-SH-11 

Particulars relating to holders of securities before buy back:

Sl. No	Date of buy-back	Folio number and certificate number of security bought-back	Name of the last holder of security	Reference to entry in Register of Members
(1)	(2)	(3)	(4)	(5)
1		F.N.-___, CR No. - ___
2		F.N.-___, CR No. -___

______________                                                                                  _______________

Director                                                                                                Director

DIN: N                                                                                                 DIN:

Address: __________,                                                                         Address: __________, 

                                                                                                              

City : __________                                                                                City : _____________                                                                                                                                

Pin Code:__________                                                                         Pin Code : ______

State : ______________                                                                       State : ________

Previous Buyback Details

Details of Previous Buyback are as follows

Date of Board Resolution : ______________

Date of Special Resolution :  ______________

Date of Completion of Buyback:  ______________

Number of shares bought back by the company: __________ equity shares

Price at which buyback was done: Rs. ______/- per equity shares

Details of Members from which shares were bought back are as follows:

Folio No.	Name of Holders	Number of shares	Certificate No.
TOTAL

______________                                                                                  _______________

Director                                                                                                Director

DIN:                                                                                                     DIN:

Address: __________,                                                                         Address: __________, 

                                                                                                              

City : __________                                                                                City : _____________                                                                                                                                

Pin Code:__________                                                                         Pin Code : ______

State : ______________                                                                       State : ________

Statement of Assets and Liabilities

Annexure I

Statement of Assets and Liabilities

Statement as at __^th __________, 20__ showing assets at estimated realizable values and liabilities expected to rank.

Name of the Company: ___________ Private Limited

Assets

Sr. No	Name of Assets	Book Value	Estimated to realize
1	Balance at Bank
2	Cash in hand
3	Trade Debtors
4	Short term Loans & Advances
5	Long term Loans & Advances
6	Plant and Machinery
7	Furniture, fittings,Utensils, etc.
8	Investments other than Marketable Securities
9	Intangible Asset
10	Other property viz. Building, Land
11	Inventory
12	Other Current Asset
TOTAL

Liabilities

Sr.No	Name of Liabilities	Book Value	Estimated to realize
1.	Secured Loans
2.	Short Term Borrowings- Unsecured
3.	Estimated cost of liquidation and other expenses including interest accruing until payment of debts in full.
4.	Unsecured Creditors (a) Trade accounts
	(b) Other liabilities
	(c) Short term provisions
	(d) Deferred Tax Liability
TOTAL

Total Estimated value of Assets - Rs._______/-

Total Liabilities - Rs.______________/-
 

Estimated surplus after paying debts in full - Rs.__________/-

Signature:                                                                                          Signature:

Name: Mr. ___________                                                                 Name : Mr. _____________

There are two draft is not uploaded due to too many pages one is Detail Content of Letter of Offer and second one is Form Number SH - 10 though it is one pager, but I think CS is very Smart so don't think they required the same. However if anyone want the same  my doors are always open for you contact with me on meetesh.shiroya@gmail.com.

Hope you Enjoy the Same...!!! :)


Thanks & Regards,
CS Meetesh Shiroya