buy back powerpoint presentation complete
TRANSCRIPT
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COMPLIANCERELATING TOBUY BACK OFSHARES
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INTRODUCTION OF TEAM MEMBERS
PRATIK SHAH(GROUP LEADER):WRO 0441853
&
PRAKASH GONDALIYA :WRO 0276004
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REASON FOR SELECTING THIS TOPIC
During the course of trading and commerce we have many a
times come across the term Buy Back of Shares.
Most of the common people are not very well acquaintedwith this term, so to give a concise and brief knowledge
about the topic, we have chosen it.
One should know what Buy Back of Shares means and whatare the compliances to be followed , so as to understand its
financial impact on the company.
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BUY BACK OF SHARES(Introduction)
Buy Back (or share repurchase) is the
reacquisition by a company of its own stock
.A corporation can repurchase its own stock by
distributing cash to existing shareholders inexchange for a fraction of the company's
outstanding equity; that is, cash is exchanged for
a reduction in the number of shares
outstanding.The company either retires therepurchased shares or keeps them as treasury
stocks, available for re-issuance.
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OBJECTIVES..
To increase promoters holding
Increase earning per share
Rationalize the capital structure by writing off capital
not represented by available assets.
Support share value
.
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To pay surplus cash not required by business
Tax advantages
Flexibility
Increasing financial leverage
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SECTIONS
The provisions regulating buy back of shares are
contained in section 77A, 77AA and 77B of The
Companies Act,1956.
These were inserted by The Companies(Amendment) act,1999.
The Securities and exchange board of India (SEBI)
framed The SEBI(buy back of securities)
Regulations,1999 and The department of company
Affairs framed the rules for Private limited company
and Unlisted Public company.
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RESOURCES OF BUY BACK
Free reserves
Securities premium account
Proceeds of any shares or other specified
securities
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CONDITIONS OF BUY BACK
Articles of Association
Special resolution has to be passed in the general
meeting
Buy-back cannot be of more than twenty-fivepercent of the total paid-up capital and fee reserves
Ratio of the debt owed by the company is not morethan twice the capital and its free reserves
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Default in any of the following
i. Repayment of deposit
ii. Redemption of debentures, or preference
sharesiii. Payment of dividend
iv. Repayment of any term loan
All the shares are fully paid-up
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PROCEDURES A Company can propose to buy back its shares, after
passing of the Special/Board resolution. It has to
make a public announcement in at least one English
National Daily, one Hindi National daily and One
Regional Language Daily.
A public notice shall be given containing disclosures
as specified in Schedule I of the SEBI regulations.
A draft letter of offer shall be filed with SEBI through
a merchant Banker. The letter of offer shall then be
dispatched to the members of the company.
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A copy of the Board resolution authorizing the buy
back shall be filed with the SEBI and stock exchanges.
The date of opening of the offer shall not be earlier
than seven days or later than 30 days after the
specified date
The buy back offer shall remain open for a period of
not less than 15 days and not more than 30 days.
A company opting for buy back through the public
offer or tender offer shall open an escrow Account.
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ISSUES OF FURTHER SHARES
Every buy-back shall be completed within twelve
months from the date of passing the special
resolution or Board resolution as the case may be.
A company which has bought back any securitycannot make any issue of the same kind of securities
in any manner whether by way of public issue, rights
issue up to six months from the date of completion
of buy back.
Company shall file with the Registrar a declaration of
Solvency.
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POSITIVE IMPACT
It could avert a hostile takeover bid by reducing
number of shares in circulation
Market generally interprets buy back as a positve
aspect Shareholders have a choice of deciding whether or
not to receive the payout by selling or holding their
shares,unlike a dividend payout
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NEGATIVE IMPACT
A return of funds by way of a share buy back isless certain than an annual dividend stream
Possible mismanagement may arise if:o Too high a price is paid for repurchase of shares
o Cash resources are eroded to the level that could
lead to a risk of insolvency
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PENALTY (u/s 621A )
If a company makes default in complying with the
provisions or any officer of the company who is in
default shall be punishable with:-
Imprisonment for a term which may extend to 2
years
or With fine which may extend to Rs.50,000/- or with
both
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CONCLUSION
Buyback should be used as an opportunity to
exit only when there is concern over a
companys prospects or when the post
buyback free float is expected to shrinkconsiderably. In most of the cases, buyback do
offer the lure of an immediate benefit-but you
might be better off as a residual shareholder,and gain from a hike in the shares of assets
and profits of the business.
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BIBLIOGRAPHY.
www.legalserviceindia.com
http://www.investopedia.com/terms/b/buyback.asp
http://en.wikipedia.org/wiki/Share_repurchase
http://www.sebi.gov.in/cms/sebi_data/commondocs
/bbreg_p.pdf
http://www.legalserviceindia.com/http://www.investopedia.com/terms/b/buyback.asphttp://en.wikipedia.org/wiki/Share_repurchasehttp://en.wikipedia.org/wiki/Share_repurchasehttp://www.investopedia.com/terms/b/buyback.asphttp://www.legalserviceindia.com/ -
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