The company is required to file a return of buyback as discussed earlier here. The Return shall be filed in Form SH – 11.
The return need following particulars:
- Income Tax permanent Account Number of company
- Whether company is listed, name of stock exchange and date of Listing
- Name of the Merchant Banker appointed by the company
- Details of paid –up capital as per latest audited balance sheet
- Free reserves or securities premium account or proceeds of any shares or other securities or debt as on ___.
- Date of Board of Directors’ resolution approving or authorising the buyback of securities and date of special resolution of members suthorising buyback of securities
- Amount of securities authorised to be bought back and number of securities authorisedto be bought back
- Date up to which buyback of securities to be completed and date of completion of buyback
- Date on which last buyback was authorised, details thereof
- Details of subsisting default in following:
- Repayment of deposit
- Repayment of interest payable on deposit above
- Repayment of debentures
- Repayment of Preference Shares
- Payment of dividend to shareholders
- Repayment of term loans to any financial institute or bank
- Repayment of interest on the term loans mentioned above
- Information of any default in complying with the following sections:
- Section 92 relating to Annual Return
- Section 123 relating to Payment of dividend
- Section 128 relating to balance sheet or Profit and Loss Account
- Date of payment of consideration to all shareholders from securities have been bought back ___.
- Date of payment of consideration to all shareholders from whom securities have been bought back ____.
- TheShareholding pattern after buyback of securities:
- Government Companies
- Public Financial companies
- Nationalised or other bank
- Mutual Funds
- Venture Capital
- Foreign holdings (FII, Foreign Companies, NRI, OCBs)
- Bodies Corporate
- Directors or relatives of directors
- Other top 50 shareholders
- Service Request Number (SRN) of Form MGT – 14
- SRN of Form SH – 9 in respect of declaration of solvency
I have been authorized by the board of director’s resolution number ____ dated ___ to sign and submit this form. All the attachments and the information given in this form are true and correct to the best of my knowledge. Further, on behalf of board of directors, I hereby confirm that full enquiry into the affairs and prospects of the company and have formed the opinion
(i) that immediately following the date on which the general meeting is convened there will be no grounds on which the company could be found unable to pay its debts;
(ii) as regards its prospects for the year immediately following that date, that, having regard to their 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 will in their view 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
(iii) (iii) in forming their opinion for the above purposes, the directors have 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, 2013.
(i) Description of shares or other specified securities bought back
(ii) Particulars relating to holders of securities before buy-back
(iii) Copy of the special resolution passed at the general meeting
(iv) Copy of the board resolution
(v) Balance sheet of the company
(vi) Certificate of compliance of buy-back rules according to rule 17(14)
CERTIFICATE OF COMPLIANCE IN RESPECT OF BUY-BACK OF SECURITIES
“We, …………………………………..directors of the above named company 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…………and / or special resolution passed by the members in the general meeting held on ………….. and the details relating to which has been filed in Form No. SH – 11 with the Registrar of Companies.”
The declaration shall be signed by two director one of whom shall be Managing Director, if there is one.
The declaration shall be verified by a Company Secretary in Practice.
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