The financial data of a listed company Sun Rise Ltd. as on 31st March, 2021 is as follows: Equity Share Capital (fully paid-up of face value of ₹ 10 each) - ₹ 5,00,000 10% Preference Share Capital (fully paid-up of ₹ 100

CS Executive · Securities Laws and Capital Markets · PYQS · June 2023
The financial data of a listed company Sun Rise Ltd. as on 31st March, 2021 is as follows: Equity Share Capital (fully paid-up of face value of ₹ 10 each) - ₹ 5,00,000 10% Preference Share Capital (fully paid-up of ₹ 100 each) - ₹ 1,00,000 12% Debentures (₹ 100 each) - ₹ 2,00,000 Revaluation Reserve - ₹ 50,000 General Reserve - ₹ 2,00,000 Profit & Loss Account - ₹ 2,00,000 The company wanted to place proposal before the Board for buy-back of its equity shares and also simultaneously redeem the entire preference share capital. You, as a Company Secretary, advise the Board on the following issues : Maximum limit (in amount) up to which shareholders can approve buy-back of shares.

Answer & Explanation:

Maximum Limit for Buy-back (Shareholder Approval): As per 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. Financial Data of Sun Rise Ltd.: Equity Share Capital = ₹ 5,00,000 Preference Share Capital = ₹ 1,00,000 (Note: Preference Share Capital is not part of 'paid-up capital' for buy-back calculation under this regulation, which refers to equity share capital) General Reserve = ₹ 2,00,000 Profit & Loss Account = ₹ 2,00,000 Revaluation Reserve = ₹ 50,000 (Note: Revaluation Reserve is generally not considered a 'free reserve' for buy-back purposes as it's not available for distribution as dividend). Calculation of Aggregate of Paid-up Equity Capital and Free Reserves: Paid-up Equity Share Capital = ₹ 5,00,000 Free Reserves = General Reserve + Profit & Loss Account = ₹ 2,00,000 + ₹ 2,00,000 = ₹ 4,00,000 Total Aggregate = Paid-up Equity Share Capital + Free Reserves = ₹ 5,00,000 + ₹ 4,00,000 = ₹ 9,00,000 Maximum Buy-back Limit (in amount) with Shareholder Approval: The maximum buy-back limit that shareholders can approve is 25% of the aggregate of paid-up equity capital and free reserves. Maximum Buy-back Amount = 25% of ₹ 9,00,000 = ₹ 2,25,000 . Therefore, the maximum limit (in amount) up to which shareholders can approve the buy-back of shares is ₹ 2,25,000 .

Topics: SEBI (Buy-back of Securities) Regulations, 2018 / Companies Act, 2013

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