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Unit 4: Buy Back of Securities by Private Limited and Unlisted Public Limited Companies




             Access to Capital                                                                  Notes
             The company redemption/purchase of common  stock also has dramatic  effects on the
             company’s creditors, who now have a lower stockholders’ equity account under their debt
             position, and  a debt-to-equity  ratio of 3.3 to 1  ($1  million  debt  divided by  $300,000
             stockholders’ equity). In addition, the company’s future borrowing capacity is substantially
             lower. Thus, if you are going to redeem any stock, be sure your overall cash position (today
             and projected) is more than adequate to finance growth and contractual debt repayments.
             What If You, the Owner, Are the Seller?
             If you  are the  owner and your common  stock  is  being purchased  by the  company,
             read ”Owner Stock Repurchase Tax Traps”. Proceeds of your sale could be taxed to you at
             ordinary income rates rather than capital gain rates  unless you  completely sever your
             relationship with the company. Also, for liability reasons, make sure that the:

                Stock redemption price is at fair market value as established by an independent
                 appraiser.

                Shares are purchased by the company on an arm’s-length basis.
                Acquisition price and terms don’t discriminate against other stockholders.
                Tax impact of the sale/purchase on both you and the company has been reviewed by
                 your accountant.
          4.5 Summary


              Buy back can be made From the existing shareholder holders on a proportionate basis
               through private offers.

              By purchasing the securities issued to employees of the Company pursuant to a scheme of
               stock option or sweat equity.
              Bonus can be distributed in the form of cash, portly paid up shares or fully paid up shares to
               the shareholders. Bonus is generally not paid in cash. If it is paid in cash, the working capital
               of the company will be adversely affected. Mostly companies use this amount to make up
               the existing partly paid up shares as fully paid. This is called Bonus Issue or Bonus Shares

          4.6 Keywords


          Buy-Back: To buy that is previously sold.
          Free Reserves: Difference between borrowed reserves and excess reserves.
          Subsidiary Company: Company that is completely controlled by another company.

          4.7 Review Questions

          1.   Write a note on funds for financing buy back.
          2.   Explain the circumstances where buy back is not allowed.
          3.   Write a note on manner of making buy back.

          4.   Mohan Limited has an authorised capital of   40,000 in equity shares of   10 each. The
               issued capital of the company is   24,000 divided into shares of   10 each, with   8 per share
               called and paid. A sum of   12,300 was capitalised out of reserve fund and out of amount so




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