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




          (iii)  For buying back of shares:                                                     Notes
               Equity Shareholder’s Account Dr
                 To Bank



          (iv)  For cancellation of shares bought back:
               Equity Share Capital Account Dr (with the nominal value of shares bought Back)
               Free Reserves/Securities Premium Account Dr (with the excess amount/premium Paid
               over nominal value)
                 To Equity Shareholder’s Account  (with the amount paid)
          (v)  In case the shares are bought back at a discount:
               Equity Share Capital Account  Dr  (with the nominal vale)

                 To Equity Shareholders’      Account (with the amount paid)
                 To Capital Reserve Account   (with the amount of discount on buy-back
               For transfer of nominal value of shares purchased out of free reserves/securities premium
               to Capital Redemption Reserve Account:
               Free Reserves Account   Dr     (with the amount transferred)
               Securities premium Account Dr  (with the amount transferred)
               To Capital Redemption Reserve Account (with the nominal value of shares bought back)

          (vi)  For expenses incurred in buy-back of shares:
               Buy-back Expenses       Dr     (with the amount)
                 To Bank
          (vii) For transfer of buy-back expenses:

               Profit & Loss Account   Dr
               To Buy-back Expenses
          The expenses incurred on the buy back formalities, e.g. Fees of advisers, filing fees, merchant
          bankers, cost of paper announcements etc. If these expenses are set off against the current Profit
          & Loss Account of the Company, it would help in claiming these expenses as revenue items for
          tax deduction purpose. Another alternative is to amortise over a period of 5 years this expenses
          and carry forward the expenditure in the Balance Sheet as a deferred revenue expenditure till it
          is fully written off.
          Thus buy-back is a procedure, which enables the Company to go back to its shareholders and
          offer to  purchase from  them  the shares that  they hold.  The decision  to buy-back  reflects
          management’s view that the Company’s future prospects are good and hence investing in its
          own shares is the best option. It also signals undervaluation of the Company’s shares in relation
          to its intrinsic value. It appears that only financially sound companies should be able to resort to
          buy-back. Companies should follow the principles of  model corporate governance and  there
          should be transparency in buy-back deals.
          The best example of such a buyback in the Indian context was the buyback of shares undertaken
          by the Great Eastern Shipping Company (GESCO) to protect itself from a hostile takeover bid
          led by the A H Dalmia group. In October 2000, the A H Dalmia group of Delhi made a hostile bid




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