Buy Back

GOVERNING PROVISIONS
Section 77A, 77AA, 77B of Companies Act, 1956;

SEBI (Buy Back of Securities) Regulations, 1998 (For Listed Companies)

Private Limited Company and Unlisted Public Limited Company (Buy-Back of Securities) Rules, 1999

REASON FOR BUY BACK

Surplus Cash

To Increase the value of shares in the market To encourage faith in the minds of shareholders at the time of slump in the market Defense Mechanism for Hostile Takeover

To Increase the promoters stake in the Company

LEGAL REQUIREMENT
Authorization in AOA; Board Resolution-In case buy back is 10% total paid up equity capital and free reserves; Special Resolution- In case buy back is 25% of the paid up capital (equity plus preference shares) and free reserves;

Debt equity ratio should not be more than the 2:1 after such buy-back;
Filing of Declaration of Solvency with the Registrar and SEBI. All the shares or other specified securities for buy-back are fully paid-up; Buy-back shall be completed within twelve months from the date of passing the SR or BR

03.09.2011

SOURCES OF FUNDS
Section 77A (1) of Companies Act, 1956

Free Reserves

Securities Premium Account

Proceeds of any shares or other specified securities

Provided that no buy-back of any kind of shares or other specified securities shall be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities.

METHODS OF BUY-BACK

Methods of Buyback

Tender Offer

Open market Method

Buy-back from Odd-lot holders

Book Building

Stock Exchange

PRE-REQUISITES & RESTRICTIONS

Promoters & Controlling persons cannot participate in the Offer. Buy-back of shares shall not be done for delisting of securities from the stock exchange. Buy-back shall not be done from any person through Negotiated Deals Spot Transactions Private Arrangements No insider trading in securities on the basis of unpublished information relating to buy-back of securities.

PRE-REQUISITES & RESTRICTIONS .. Contd.

The Company will not issue and allot any Equity Shares including by way of bonus or convert any outstanding instruments into Equity Shares from the date of this Public Announcement till the date of closure of the Buy-Back. The Company will not issue fresh Equity Shares including allotment of further shares under Section 81(1)(a) of Companies Act, 1956 or other specified securities, except by way of bonus issue or in the discharge of subsisting obligations such as conversions of warrants, stock options schemes, sweat equity or conversion of preference shares or debentures into equity shares from the date of closure of Buy Back upto six months. The shares or other specified securities for buy back shall be fully paid up. The promoters shall not deal in shares or other specifies securities of the company in the Stock Exchange during the period of buy back offer is open.

PRE-REQUISITES & RESTRICTIONS .. Contd.

The consideration shall be paid only by way of cash.

The company shall not withdraw the offer of buy back after the public announcement is made.
The company shall not buy back the locked in shares or other specified securities and non-transferable shares or other specified securities till the pendency of the lock in or till the shares or securities become transferable.

PROCESS OF BUY-BACK TENDER OFFER

Decision for Buyback Extinguishment of Certificates

Payment to Securities holders

Verification and Acceptance / Rejection of securities

Board Resolution and Public Notice, if applicable

Closure of offer for Buy-back

Special Resolution, if applicable

COMPANY

Opening of offer for Buy-back

Appointment of Merchant Banker SEBI Clearance & Filing of Final LOO with SEBI & STX and Inprincipal Approval

Opening of Escrow Account

Public Announcement

Filing of Draft Letter of Offer and Declaration of Solvency with SEBI and STX

Specified Date

Dispatch of LOO and Advt. in Newspaper

PROCESS OF BUY-BACK OPEN MARKET PURCHASE THROUGH STOCK EXCHANGE METHOD

Decision for Buyback

Board Resolution and Public Notice, if applicable

Special Resolution, if applicable

COMPANY

Extinguishment of Certificates Verification and Acceptance / Rejection of securities

Appointment of Merchant Banker

Public Announcement

Filing of copy of Public Announcement with SEBI and STX

Daily disclosure to STX about shares bought back

Fortnightly public notice of shares boughtback or on 5% buy-back

Payment of Consideration

PROCESS OF BUY-BACK OPEN MARKET PURCHASE THROUGH BOOK-BUILDING METHOD

Decision for Buyback Extinguishment of Certificates Payment to Securities holders

Board Resolution and Public Notice, if applicable

Verification and Acceptance / Rejection of securities

Special Resolution, if applicable

COMPANY
Opening of Escrow Account

Appointment of Merchant Banker

Determination of Price

Opening of Escrow Account

Public Announcement

Filing of copy of Public Announcement with SEBI and STX

Opening of offer for Buy-back

Closure of offer for Buy-back

OUR SCOPE OF SERVICES

Scope of Services: Carrying initial Due Diligence of the Company. Advisory for the structuring of transaction. Drafting of Public notice Drafting of Public Announcement, Letter of Offer (LOO) and other documents

as required under Regulations ensuring full compliance of said regulations.

Coordination with all concerned authorities like Stock Exchange, Securities and Exchange Board of India etc. for clearance of LOO and replying to their queries. Representing the promoter / company before all concerned authorities like Stock Exchange, Securities and Exchange Board of India etc.

OUR SCOPE OF SERVICES.. Contd.

Scope of Services: (..cont.) Filing of documents, reports with SEBI & securing their approval. Co-ordination with all intermediaries e.g. Escrow Bankers, RTA, printers, publishers etc. Ensuring successful closing of the open offer and post-closing compliances

and activities.

Thank You

Corporate Professionals Capital Pvt. Ltd SEBI Registered Category I Merchant Banker D-28, South Extension -I, New Delhi-110 049 Contact Person: Mr. Manoj Kumar/Ms. Ruchi Hans Email: manoj@indiacp.com/ruchi@indiacp.com Ph: +91.11.40622200; FAX: +91.11.40622201
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