in case of buy back of public unlisted co. do we have to attach SH-8 with letter of offer to shareholders

Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 Arun Ahuja asked about 3 years ago

    0       1 Answer Now Comment Report
3 Answers
Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 acharya answered almost 3 years ago

Take certificate from auditors based on audited a/cs not older than 6 months. 2. Convene Board Meeting for · Calling EGM [ Check if postal ballot is applicable ] & approving the notice of EGM. EGM is to be called for – Alteration of AOA, if needed – Approval for buy-back. 3. Convene EGM / Postal Ballot. 4. Keep drafts of Letter of offer, declarations, affidavits etc. ready. 5. Once SR is passed, again convene Board Meeting for i. Approval of the Draft buy-back offer (Form SH-8) and the declaration of Solvency in Form No.SH-9. ii. Authorising the any one Director and the professional to digitally sign and certify Form No.MGT-14 for registering the special resolution and authorizing two Directors to sign the form SH-8 and SH-9. iii. Opening a Special Bank Account for remittance and payment towards purchase consideration for buy back. iv. Transfer of sum to Capital Redemption Reserve. v. Fixing a cut-off date to identify members to whom the offer shall be made. vi. To authorize secretary / other person to destroy the certificates of shares bought back and to keep and maintain and to authenticate entries in the Register of shares or other securities bought back.

    0       0 Comment Report
Important Note – Preparing for CA Final?
CAKART provides Indias top faculty each subject video classes and lectures – online & in Pen Drive/ DVD – at very cost effective rates. Get video classes from CAKART.in. Quality is much better than local tuition, so results are much better.
Watch Sample Video Now by clicking on the link(s) below – 
For any questions Request A Call Back  
Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 veeru answered about 3 years ago

Take certificate from auditors based on audited a/cs not older than 6 months. 2. Convene Board Meeting for · Calling EGM [ Check if postal ballot is applicable ] & approving the notice of EGM. EGM is to be called for – Alteration of AOA, if needed – Approval for buy-back. 3. Convene EGM / Postal Ballot. 4. Keep drafts of Letter of offer, declarations, affidavits etc. ready. 5. Once SR is passed, again convene Board Meeting for i. Approval of the Draft buy-back offer (Form SH-8) and the declaration of Solvency in Form No.SH-9. ii. Authorising the any one Director and the professional to digitally sign and certify Form No.MGT-14 for registering the special resolution and authorizing two Directors to sign the form SH-8 and SH-9. iii. Opening a Special Bank Account for remittance and payment towards purchase consideration for buy back. iv. Transfer of sum to Capital Redemption Reserve. v. Fixing a cut-off date to identify members to whom the offer shall be made. vi. To authorize secretary / other person to destroy the certificates of shares bought back and to keep and maintain and to authenticate entries in the Register of shares or other securities bought back. 6. Where a company proposes to buy-back, BEFORE making such buy-back file with ROC – A. Letter of offer in form SH 8. [Before SH-8, file MGT 14] [Attachments:- Details of promoters, Declaration by auditors, Board Resolution, EGM notice, Audited financial statement of last 3 years] [ LOO shall be dated & signed on behalf of Board by atleast two directors, one of whom shall be MD, where there is one ]

    0       0 Comment Report
Open uri20170510 32134 1uwcnoc?1494421631 Shubhangi Jain answered about 3 years ago

> PROCEDURE FOR BUY-BACK 1. Take certificate from auditors based on audited a/cs not older than 6 months. 2. Convene Board Meeting for · Calling EGM [ Check if postal ballot is applicable ] & approving the notice of EGM. EGM is to be called for – Alteration of AOA, if needed – Approval for buy-back. 3. Convene EGM / Postal Ballot. 4. Keep drafts of Letter of offer, declarations, affidavits etc. ready. 5. Once SR is passed, again convene Board Meeting for i. Approval of the Draft buy-back offer (Form SH-8) and the declaration of Solvency in Form No.SH-9. ii. Authorising the any one Director and the professional to digitally sign and certify Form No.MGT-14 for registering the special resolution and authorizing two Directors to sign the form SH-8 and SH-9. iii. Opening a Special Bank Account for remittance and payment towards purchase consideration for buy back. iv. Transfer of sum to Capital Redemption Reserve. v. Fixing a cut-off date to identify members to whom the offer shall be made. vi. To authorize secretary / other person to destroy the certificates of shares bought back and to keep and maintain and to authenticate entries in the Register of shares or other securities bought back. 6. Where a company proposes to buy-back, BEFORE making such buy-back file with ROC – A. Letter of offer in form SH 8. [Before SH-8, file MGT 14] [Attachments:- Details of promoters, Declaration by auditors, Board Resolution, EGM notice, Audited financial statement of last 3 years] [ LOO shall be dated & signed on behalf of Board by atleast two directors, one of whom shall be MD, where there is one ] [ LOO shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such document] [ Company shall confirm in its offer the opening of a separate bank account adequately funded for this purpose and to pay the consideration only by way of cash; ( Note that consideration is to be paid in cash only) ] B. A declaration of solvency in form SH 9 [signed by at least two directors, one of whom shall be MD, if any,] + verified by affidavit specified in the said form. (For time being, SH-9 is to be attached to GNL-2 since e-form SH-9 is not available.) [Attachments:- Board Resolution, Statement of assets & liabilities, Auditors’ report Affidavit as per rule 17(3) as mentioned in form SH-9. 7. Within 20 days from its filing with ROC, Letter of offer shall be dispatched to the shareholders. Company shall not withdraw the offer once it has announced the offer to the shareholders. 8. Offer for buy-back shall remain open for a period of not less than 15 days and not exceeding 30 days from the date of dispatch of the letter of offer. 9. Immediately after the date of closure of the offer, open a separate bank account and deposit therein, such sum, as would make up the entire sum due and payable as consideration for the shares tendered for buy-back. 10. Acceptance per shareholder shall be on proportionate basis out of the total shares offered for being bought back. 11. Complete the verifications of the offers received within fifteen days from the date of closure of the offer. Shares lodged shall be deemed to be accepted unless a communication of rejection is made within twenty one days from the date of closure of the offer. 12. Within seven days of the time specified in sub-rule (7) [ABOVE POINT]- i. make payment of consideration in cash to shareholders; or ii. return the share certificates to the shareholders whose shares have not been accepted at all or the balance of shares in case of part acceptance. 13. Company shall not issue any new shares including by way of bonus shares from the date of passing of special resolution authorizing buy-back till the date of the closure of the offer, except those arising out of any outstanding convertible instruments; 14. Extinguish and physically destroy the shares or securities so bought back within seven days of the last date of completion of buy-back. 15. Maintain a register of the shares or securities so bought in form SH-10 at the registered office in the custody of the secretary of the company or any other person authorized by the board. Entries in the register shall be authenticated by the secretary or such authorised person. 16. Where a company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to the Capital Redemption Reserve account and details of such transfer shall be disclosed in the balance sheet. 17. File with ROC within 30 days of completion of buy-back form SH-11. Certificate in Form No. SH-15 signed by two directors of the company including MD, if any, certifying that the buy-back of securities has been made in compliance with the provisions of the Act and the rules made thereunder is to be annexed to SH-11. [Attachments to SH-11:- Description of shares bought back, Particulars relating to holder of shares before buy-back, Board Resolution Balance Sheet of Company Certificate of compliance in SH-15 which needs to be verified by a PCS [Rule 17(14)]

    0       0 Comment Report
Similar Questions
Get Notifications
Videos
Books
Notes
Loading
SIGN UP
Watch best faculty demo video classes

These top faculty video lectures will
help u prepare like nothing else can.