Satyawan Ltd. is a public limited company, listed in Bombay Stock Exchange. The Board of directors are planning to buy back of shares. You being the CFO, calculate the maximum number of shares that can be bought back alo

CS Executive · Capital Market and Securities Laws · PYQS · December 2023
Satyawan Ltd. is a public limited company, listed in Bombay Stock Exchange. The Board of directors are planning to buy back of shares. You being the CFO, calculate the maximum number of shares that can be bought back along with offer price and advise the board of directors about buy back of maximum possible shares at the maximum possible offer price. Current assets includes bank balance of ₹ 15,00,000/-.The balance sheet as at 31st March 2023 is given below: Liabilities Amount (in ₹) Assets Amount (in ₹) 3,00,000 Equity shares of ₹ 10 each 30,00,000 Fixed Assets 75,00,000 25,000, 12% Preference Share Capital 25,00,000 Investment 30,00,000 General Reserve 10,00,000 Current Assets 30,00,000 Profit & Loss Account 25,00,000 Security Premium 15,00,000 12% Debentures 20,00,000 Sundry Creditors 10,00,000 1,35,00,000 1,35,00,000

Answer & Explanation:

(i) According to regulation 4 of the SEBI (Buy-Back of Securities) Regulations, 2018, the maximum limit of any buy-back shall be 25% or less of the aggregate of paid-up capital and free reserves of the company, based on the standalone or consolidated financial statements of the company, whichever sets out a lower amount. In the given situation, the maximum buy back limit will be: Equity Share Capital = ₹ 30,00,000 12% Preference Share Capital = ₹ 25,00,000 General Reserve = ₹ 10,00,000 Profit & Loss Account = ₹ 25,00,000 Securities Premium = ₹ 15,00,000 Total = ₹ 105,00,000 Maximum amount of buy back by Satyawan Ltd. through special resolution: ₹ 105,00,000 * 25% = ₹ 26,25,000 (ii) Desired Debt Equity Ratio after Buyback shall be 2:1 Debt (given) (20,00,000) = ₹ 20,00,000 Equity to be maintained after Buyback = ₹ 20,00,000 ÷ 2 = ₹ 10,00,000 Existing Equity (Share Capital + Free Reserves) (₹ 30,00,000 + ₹ 25,00,000 + ₹ 10,00,000 + ₹ 25,00,000 + ₹ 15,00,000) = ₹ 105,00,000 Therefore, Permissible Dilution in Equity = ₹ 105,00,000 - ₹ 10,00,000 = ₹ 95,00,000 Therefore, Maximum Permissible Buyback = Least of the above as calculated i.e. ₹ 26,25,000. Further, in respect of the number of equity shares bought back in any financial year, the maximum limit shall be 25% and be construed with respect to the total paid-up equity share capital of the company in that financial year. Accordingly, Maximum number of equity shares that can be bought back: = (₹ 30,00,000 / ₹ 10 face value) * 25% = 75,000 shares Maximum price that can be paid per equity share bought back: = ₹ 26,25,000 / 75,000 shares = ₹ 35 per equity share.

Topics: SEBI (Buy-Back of Securities) Regulations, 2018

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