buy back of shares - introduction and accounting

Buy-back of Shares

M. C. SharmaAssociate Professor

Department of CommerceShaheed Bhagat Singh Evening College

(University of Delhi), Delhi, INDIA

Prof. M. C. Sharma (Email: [email protected]) 2

Meaning of Buy-back of Shares

• Buy-back of shares means purchase of its own shares/securities by a company.

• After buy-back of its shares, the company has to cancel them.

• A company cannot buy-back its own shares for the purpose of investment.

• When a company has sufficient cash, it may like to buy-back its shares, usually when prevailing market price is lower.

Prof. M. C. Sharma (Email: [email protected])

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Conditions for Buy-back [Sec. 68]• The buy-back of the shares listed on any stock

exchange, must be in accordance with SEBI regulations.• The buy-back of the shares not listed on any stock

exchange, must be in accordance with Rule 17 of the Companies (Share capital and debentures) Rules, 2014.

No company shall purchase its shares/other securities, unless the following conditions are satisfied:

1. The buy-back of shares should be authorised by its Articles of Association.

2. A special resolution should be passed in the general meeting of the company authorising the buy-back of shares.

3. All the shares to be bought-back must be fully paid.


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Conditions for Buy-back [Sec. 68]

However, buy-back of shares can be made without a special resolution if the following conditions are fulfilled:4.The buy-back is upto 10% of the total paid-up capital equity capital and free reserves of the company.5.Such buy-back is authorised by passing a resolution in the meeting of Board of Directors.6.There is a gap of 365 days between two buy-back offers sanctioned by the board.

Conditions for Buy-back (Contd.)

Maximum number of shares that can be bought-back7.The buy back must not exceed 25% of total paid up equity capital of the company in a single financial year. This limit is regarding the maximum number of equity shares that can be bought-back in a single financial year.Maximum Amount Available for Buy-back of Shares8.The buy back cannot exceed 25% of the paid up capital and free reserves of the company. This limit is in the context of the maximum amount that can be paid by a company in a buy-back offer.


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Post buy-back conditions:9.The ratio of secured and unsecured debt owed by the company must not be more than twice the capital and its free reserves after such buy-back. In other words, the debt-equity ratio of the company should not be more than 2:1 after the buy-back.Note: The maximum amount of share buy-back in a financial year cannot exceed of the lowest of three figures calculated as per point no. 7, 8 and 9.


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Post buy-back conditions:10.After buy-back of the shares, the company cannot issue further shares of the same kind as bought back for a period of 6 months.


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Sources of Funds for Buy-back• Free Reserves:

According to Sec. 69 of the Companies Act 2013, where buy-back is done out of the free reserves, then an amount equal to nominal value of shares bought back must be transferred to “Capital Redemption Reserve (CRR) A/c.”

• Securities Premium Account• Proceeds from fresh Issue

However, buy-back of shares cannot be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other securities.


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What is the manner in which the company can buy back its own shares?

The company can buy back its shares in any of the following manners :•From the existing shareholders on a proportionate basis through the tender offer;•From open market through:

– Book building process– Stock exchange,

•From odd lot holders.


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Calculation of Capital Redemption Reserve (CRR) and Net Proceeds from Fresh Issue

• CRR required = Nominal Value of Shares to be bought-back – Net Proceeds from Fresh Issue of Shares

• Net Proceeds from Fresh Issue of Shares = Nominal Value of Shares issued (Premium on such issue, if any, is to be ignored)

If new shares issued are partly paid, then only the paid up nominal amount should be considered.

• Fresh Shares to be issued = Nominal Value of Shares to be bought-back – Profits available for CRR.

Illustration:Calculate net proceeds from fresh issue:

1. Issued 1,50,000 shares of Rs. 10 each at par

2. Issued 1,50,000 shares of Rs. 10 each at a premium of Rs. 2 per share

3. Issued 1,50,000 shares of Rs. 10 each at par, only Rs. 8 called and paid.

4. Issued 1,50,000 shares of Rs. 10 each at a premium of Rs. 2 per share. Only Rs. 9 including premium is called and paid.

Answer: (1) 15,00,000; (2) 15,00,000; (3) 12,00,000; (4) 10,50,000.


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Illustration 2Calculate the amount of CRR required in the following cases:

Shares to Be bought-back Fresh issue of share capital

1. Rs. 12,00,000 at par Rs. 10,00,000 at par

2. Rs. 15,00,000 at a premium of 5% Rs. 10,00,000 at par

3. Rs. 12,00,000 at par Rs. 9,00,000 at premium of 10%

Answer:

1. Rs. 2,00,000

2. Rs. 5,00,000

3. Rs. 3,00,000


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Journal Entries

1. If shares to be bought-back are not fully paid, then to make them fully paid. A final call should be made and received:

1. If there is calls-in-arrear on some shares:• EITHER such amount shall be received, • OR such shares shall be forfeited and then re-issued before buy-back,• Such shares cannot be bought-back.


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(a) Share Final Call A/cTo Share Capital A/c

Dr.

(b) Bank A/c To Share Final Call A/c

Dr.

Journal Entries (Contd.)


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3. For sale of assets/investments to arrange cash for redemption

Bank A/cTo Assets or Investment A/c

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* Any loss on sale of assets/investments shall be debited to Surplus (Profit and Loss A/c).

* Any Profit on sale of assets/investments shall be credited to Capital Reserve.

4. For issue of debentures, if any

Bank A/cTo Debentures Application A/c

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Debentures Application A/cTo Debentures A/c

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5. For issue of new shares, if any

Bank A/cTo Share Application & Allotment A/c

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Share Application & Allotment A/cTo Share Capital A/cTo Securities Premium A/c (if any)

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6. For making due buy-back

Share Capital A/c*Premium on Buy-back of Shares A/c

To Shareholders/Equity Share Buy-back A/c* If shares are to be bought-back at premium.

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7. For writing off Premium on buy-back, if any

Securities Premium A/cCapital Reserve A/c*General Reserve A/cSurplus A/c

To Premium on Buy-back of Shares A/c

Dr.Dr.Dr.Dr.

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Above order or preference is not legally required. It is desirable that minimum use of free reserve or divisible profits is made for this purpose.Capital reserve (profit) can be used only if it was realised in cash.


Prof. M. C. Sharma (Email: [email protected])17

8. For payment to Shareholders

Shareholders/Equity Share Buy-back A/cTo Bank A/c

Dr.

As per Rule 17 (8) of the Companies (Share Capital and Debentures) Rules, 2014, private companies and unlisted public companies are required to open a separate bank account and deposit therein, such sum, as would make up the entire sum due and payable as consideration for shares tendered for buy-back. Then entries will be

a. Share Buy-back Bank A/cTo Bank A/c

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b. Shareholders/Equity Share Buy-back A/cTo Share Buy-back Bank A/c

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Issue of Bonus Shares• As per Sec. 55 of the Companies Act

2013, Capital Redemption Reserve (CRR) and Securities Premium can be used for issue of fully paid bonus shares.

• Free reserves and surplus can be used to pay bonus to shareholders either to issue fully paid bonus shares or to make existing partly paid shares as fully paid up.


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Journal Entries for Issue of Bonus Shares (Contd.)


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3. When Bonus to shareholders is declared

Capital Redemption Reserve A/cSecurities Premium A/cGeneral Reserve A/cSurplus OR Divisible Profits A/c

To Bonus to Shareholders A/c

Dr.Dr.Dr.Dr.

2. For issue of fully paid bonus shares

Bonus to Shareholders A/cTo Equity Share Capital A/c

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Journal Entries for Issue of Bonus Shares


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3. When Bonus to shareholders is used to make existing partly paid shares as fully paid up:

(a) For making final call dueEquity Share Final Call A/c

To Equity Share Capital A/cDr.

(b) For adjusting bonus to shareholders against final call due:Bonus to Shareholders A/c

To Equity Share Final Call A/cDr.

Thanks.Pl mail your feedback, comments and

suggestions to me at:

[email protected]


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buy back of shares - introduction and accounting

Business

post buy

sharma email

maximum number of shares

capital equity capital

following conditions

free reserves

debtequity ratio

single financial year