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 : Generally, what should be the ratio of the aggregate of secured and unsecured debts owed to the company after buy-back ?

Answer & Explanation:

Debt-Equity Ratio after Buy-back: The ratio of the aggregate of secured and unsecured debts owed by the company to the paid-up capital and free reserves after the buy-back shall: Be less than or equal to 2:1 , based on both standalone and consolidated financial statements of the company. However, if a higher ratio of the debt to capital and free reserves for the company has been notified under the Companies Act, 2013, the same shall prevail; or Be less than or equal to 2:1 based on both standalone and consolidated financial statements of the company, after excluding financial statements of all subsidiaries that are non-banking financial companies and housing financial companies regulated by the Reserve Bank of India or National Housing Bank, as the case may be. However, buy-back of securities shall be permitted only if all such excluded subsidiaries have their ratio of aggregate of secured and unsecured debts to the paid-up capital and free reserves of not more than 6:1 on a standalone basis. This condition ensures that the company's financial leverage remains within prudent limits after the buy-back, protecting the interests of creditors.

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

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