<\/span><\/h3>\n\n\n\nBuy Back is the corporate action in which a company buys\nback its shares from the existing shareholders usually at a price higher than\nthe market price. When the company buys its shares back, the number of\noutstanding shares in the market reduces.<\/p>\n\n\n\n
Buy Back of Shares is also known as \u2018REPURCHASE OF SHARES.\u2019<\/strong><\/p>\n\n\n\nA Buy Back allows a company to invest in themselves. By\nreducing the number of shares outstanding in the market, buy backs increase the\nproportion of shares a company owns. The buy back of shares is governed by the\nsection 68 of the Companies Act 2013.<\/p>\n\n\n\n
<\/span>MODES OF BUY BACK<\/span><\/h3>\n\n\n\nShareholders may be presented with a tender offer whereby\nthey have the option to submit a portion or all of their shares within a\ncertain time period.<\/p>\n\n\n\n
Companies buy back their in the open market over the\nextended period of time.<\/p>\n\n\n\n
<\/span>REASONS FOR BUY BACK OF SHARES<\/span><\/h3>\n\n\n\nThe following are the reasons for buy back of shares:<\/p>\n\n\n\n
- To improve the earnings per share.<\/li>
- To improve the return on capital or Return on\nnet worth and to enhance the long term shareholder\u2019s value.<\/li>
- To provide an additional exit route to\nshareholders when shares are undervalued.<\/li>
- To enhance consolidation of stake in company.<\/li>
- To prevent unwelcome takeover bids.<\/li>
- To return surplus cash to shareholders.<\/li>
- To achieve optimum capital structure.<\/li>
- To support share prices during poor market\nconditions.<\/li><\/ul>\n\n\n\n
<\/span>LEGAL PROVISIONS REGARDING BUY BACK<\/span><\/h3>\n\n\n\nThe buyback of shares are regulated under the Section 68<\/strong> of Companies Act and provisions of SEBI (Securities Exchange Board of India). The following are the legal provisions regarding buyback:<\/p>\n\n\n\n<\/span>SOURCES OF FUNDS FOR BUY BACK<\/span><\/h4>\n\n\n\nThe shares may be bought back by arranging the funds from\nthe various sources which are as follows:<\/p>\n\n\n\n
- Free reserves<\/li>
- Securities premium account<\/li>
- Proceeds of issue of shares or specified\nsecurities.<\/li><\/ul>\n\n\n\n
<\/span>AUTHORIZATION AS PER ARTICLES OF ASSOCIATION<\/span><\/h4>\n\n\n\nThere must be a provision in the Articles of Association\nauthorizing the company to buy back its own shares. An Articles of Association\nis the document governing the internal affairs of the company.<\/p>\n\n\n\n
<\/span>PASSING OF SPECIAL RESOLUTION<\/span><\/h4>\n\n\n\nA special resolution must also be passed in the general\nmeeting by the Board of Directors. The resolution must specify: <\/p>\n\n\n\n
- The buyback of 25% shares or other specified\nsecurities of paid up capital.<\/li>
- Buyback of equity shares should not be more than\n25% of total paid up capital<\/strong> in any\nfinancial year.<\/li>
- Approval of buyback of 10% of equity paid up capital<\/strong> only.<\/li><\/ul>\n\n\n\n
<\/span>RESERVE OF AMOUNT FOR BUY BACK<\/span><\/h4>\n\n\n\nThe listed company shall ensure that atleast 50% of the\namount is reserved for buy back in specified securities.<\/p>\n\n\n\n
<\/span>DEBT-EQUITY RATIO<\/span><\/h4>\n\n\n\nThe Debt Equity ratio of the company after the buyback\nshould not be more than the standard i.e. 2:1.<\/p>\n\n\n\n
<\/span>EQUITY SHARES MUST BE FULLY PAID UP<\/span><\/h4>\n\n\n\nThe Section 68 of the Companies Act states that the equity\nshares to be bought back must be fully paid up. <\/p>\n\n\n\n
<\/span>COMPLIANCE WITH SEBI GUIDELINES<\/span><\/h4>\n\n\n\nIn case the company has listed its shares or other specified\nsecurities in Stock Exchange, then the buyback must be in accordance with the\nSEBI Guidelines.<\/p>\n\n\n\n
<\/span>NOTICE OF THE MEETING FOR BUY BACK<\/span><\/h4>\n\n\n\nThe notice of the meeting at which the special resolution on\nbuy-back is proposed to be passed has to be accompanied by the explanatory\nstatement providing for:<\/p>\n\n\n\n
- A full and complete disclosure of all material\nfacts.<\/li>
- The necessity for buy back<\/li>
- The class of shares or security intended to be\npurchased under the buy back<\/li>
- The amount to be invested under the buy back<\/li>
- The time limit for the completion of buy back. <\/li><\/ul>\n\n\n\n
<\/span>TIME FOR COMPLETION OF BUY BACK<\/span><\/h4>\n\n\n\nEvery buy-back should be completed within 12 months from the\ndate of passing the special resolution.<\/p>\n\n\n\n
<\/span>DISPOSAL OF SHARES BOUGHT BACK<\/span><\/h4>\n\n\n\nThe equity shares bought back shall be extinguished and\nphysically destroyed within 7 days from the date of buy back.<\/p>\n\n\n\n
<\/span>OTHER PROVISIONS<\/span><\/h4>\n\n\n\nThe other provisions regarding buy back are as follows:<\/p>\n\n\n\n
- No buy back should be made out of proceeds of an\nearlier issue of same kind of shares or same kind of other specified\nsecurities.<\/li>
- The amount credited after the close of financial\nyear to free reserves and the securities premium should not be utilized for the\nbuy back.<\/li>
- A company can issue bonus shares at any time\nafter the buyback of shares.<\/li>
- No new shares can be issued within 6 months\nexcept bonus shares.<\/li>
- Passing of resolution may not create any\nobligation on the company to buy back its own shares.<\/li>
- The payment for buy back will be done by the way\nof cash\/bank overdraft or cheque only.<\/li>
- Cost of the buy back is taken as an expense and\nwill be charged to profit and loss account.<\/li>
- Buyback of shares cannot be done from promoters.<\/li><\/ul>\n\n\n\n
<\/span>ADVANTAGES OF BUY BACK OF SHARES<\/span><\/h3>\n\n\n\n<\/span>IMPROVES EARNING PER SHARE<\/span><\/h4>\n\n\n\nBuy back improves the market value of the shares. It results\nin higher earnings per share. As a result the demand of purchase of shares\nincreases and the market price of shares increases.<\/p>\n\n\n\n
<\/span>PREVENT UNWELCOME TAKEOVER BIDS<\/span><\/h4>\n\n\n\nBuyback helps in avoiding the takeover bids by the big companies. The buyback of shares reduces the stock from the market. The right of controlling the company by the promoters increases. It acts as a defensive mechanism against exploitative takeover bids.<\/p>\n\n\n\n
<\/span>EFFECTIVE UTILISATION OF SURPLUS CASH<\/span><\/h4>\n\n\n\nThe buyback facilities enable the company to manage their\ncash effectively. Many companies in this country face the problem of surplus\ncash and have no idea to invest them profitably. So, it would be better to return\nthe surplus money to the shareholders.<\/p>\n\n\n\n
<\/span>INDICATION OF FUTURE PROSPECTS<\/span><\/h4>\n\n\n\nThe buyback decision expresses clearly the view of the\nmanagement that the future prospects are good and investing in its own shares\nis the best option. Also, the announcement of buy-back point out that the\nmarket is undervaluing the company\u2019s shares in their book value.<\/p>\n\n\n\n
<\/span>ENSURES MAXIMUM RETURN TO SHAREHOLDERS<\/span><\/h4>\n\n\n\nBuy-back increases the return on the shares as it leads to\nthe decrease in the number of equity shares. So the profits can be divided in\nthe increased ratio.<\/p>\n\n\n\n
<\/span>CONVENIENT AS COMPARED TO CAPITAL REDUCTION<\/span><\/h4>\n\n\n\nBuyback of shares facilitates reduction of share capital\nwithout recourse to lengthy capital reduction process and a company can\nsuitably swap up equity for debt.<\/p>\n\n\n\n
<\/span>OTHER ADVANTAGES<\/span><\/h4>\n\n\n\nThe other advantages of buyback are as follows:<\/p>\n\n\n\n
- It enhances the consolidation of the stake in\nthe company.<\/li>
- It helps in achieving the optimum capital\nstructure.<\/li>
- It supports the share prices during poor\nperiods.<\/li>
- It helps in serving the equity more efficiently.<\/li><\/ul>\n\n\n\n