NLR Ltd. approved buy-back proposal of 2,00,000 Equity Share in its Board meeting on 25th April 2019. The record date was fixed on 25th June, 2019. The closing market price on NSE as on 25th April, 2019 and 25th June, 20
CS Executive · Securities Laws and Capital Markets · PYQS · June 2023
NLR Ltd. approved buy-back proposal of 2,00,000 Equity Share in its Board meeting on 25th April 2019. The record date was fixed on 25th June, 2019. The closing market price on NSE as on 25th April, 2019 and 25th June, 2019 was ₹ 2640.40 and ₹ 2514.05 respectively. Determine the number of equity shares which is eligible to be tendered by Small Shareholders' Category (rounded off to lower whole number). Calculate the maximum equity share capital and number of equity shares that can be bought back.
Answer & Explanation:
1. Definition of "Small Shareholder": As per Regulation 2(1)(n) of the SEBI (Buy-Back of Securities) Regulations, 2018, a "small shareholder" means a shareholder of a company who holds shares or other specified securities whose market value, on the basis of the closing price of shares or other specified securities on the recognized stock exchange in which highest trading volume in respect of such securities, as on record date, is not more than ₹ 2 lakh . 2. Determination of Number of Equity Shares for Small Shareholder Category: Closing market price on record date (25th June 2019) = ₹ 2514.05 Maximum investment for small shareholder category = ₹ 2,00,000 Number of shares eligible for buy-back under small shareholder category = ₹ 2,00,000 / ₹ 2514.05 = 79.55 shares Rounding off to the lower whole number, the number of equity shares eligible to be tendered by Small Shareholders' Category is 79 shares . Hence, equity shareholders holding not more than 79 shares of NLR Ltd. shall be classified as Small Shareholders. 3. Reservation for Small Shareholders: In accordance with Regulation 6 of the SEBI (Buy-Back of Securities) Regulations, 2018, a company may buy-back its shares or other specified securities from its existing securities holders on a proportionate basis. However, 15% of the number of securities which the company proposes to buy-back or number of securities entitled as per their shareholding (whichever is higher) shall be reserved for small shareholders. Total equity shares approved for buy-back = 2,00,000 shares Number of shares reserved for small shareholders = 15% of 2,00,000 shares = 30,000 shares . 4. Maximum Equity Share Capital and Number of Equity Shares that can be bought back (for Small Shareholders' Category): The question asks for "maximum equity share capital and number of equity shares that can be bought back" in general, but the context of the previous calculation is for small shareholders. Assuming it refers to the maximum value and number of shares for the reserved small shareholder category: Maximum number of shares that can be bought back (reserved for small shareholders) = 30,000 shares . Maximum equity share capital (value) for these reserved shares = Number of shares reserved for small shareholders × Closing Market Price on Record Date Maximum equity share capital = 30,000 shares × ₹ 2514.05 = ₹ 7,54,21,500 . Therefore, the maximum number of equity shares that can be bought back for the small shareholder category is 30,000 shares , and the maximum equity share capital for this category is ₹ 7,54,21,500 .
Topics: SEBI (Buy-back of Securities) Regulations, 2018
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