UNDER SECTION 68,69 & 70 COMPANIES ACT, 2013 BUY BACK (UNLISTED COMPANY) Sanoj Kumar ( CS Trainee) Mob No , E-maid

APPROVAL REQUIRED

1.Authorized by AOA 2.Buy Back should not exceed 25% of the aggregate of (PUS + FR) in a F.Y 3.Debt Equity Ratio shall not be exceed more than 2:1 after buy back 4.Share should be fully paid up 5.Buy Back shall be completed within period of one Year from the Date of Passing BR/SR 6.Company opts Buy Back out of FR or SPA a sum equal to nominal value of shares so purchased shall be transferred to the CRR.

PROCESS OF BUY BACK *** If Shares Bought back by the Board Approval then pass Board resolution In case of shareholders resolution Send a notice for calling Extra ordinary general meeting with explanatory statement for member approval through special resolutions File letter of offer in Form No. SH-8 with ROC, letter of offer must be signed by at least 2 Directors one of whom shall be MD. Declaration of solvency to be filed in Form No-SH-9 with ROC, along with letter of offer and verified by affidavit and shall be signed by 2 Director, one shall be MD Letter of offer shall be dispatched to Shareholders within 21 days from its filing with ROC Offer for Buy Back shall be open for a period of Days from the date of Dispatch of Letter of offer.

PROCESS OF BUY BACK The Company shall complete the verification of letter of offer received with in 15 Days from the closure of the offer. After Closure of the offer, open a separate Bank Account and deposit the necessary amount for Buy Back of shares Company shall with in 7 Days from the date of verification of the offer s make payment of consideration in cash of those share holders whose security has been accepted or return the share certificate to the shareholders in case share are not accepted. Company shall extinguish and physically destroy the shares bought back with in 7 days of last date of completion of Buy Back. The company shall maintain a register of Buy Back of share in Form SH-10 at the register office of the company which shall be kept in custody of CS or any other person authorize by Board. Return of Buy Back shall be filed with ROC in Form No-SH11 on completion of Buy Back with the certificate in Form no-SH 15 signed by two Director one should be MD. certifying that buy back has been made in compliance with the Act.

To Ensure that, The company shall not issue any new shares including Bonus Shares from the date of passing SR till the date of closure of the offer for Buy Back The company shall confirm in its offer the opening of the separate Bank Account for the purpose of meeting its payment obligations. Company shall not withdraw its offer ones it has announced. Company shall not utilize any borrowed money from Bank/FI for the purpose of buy Back Company after the completion of Buy Back shall not make further issue of same kind of share including by way of right issue with in a period of 6 months except by way of Bonus issue, conversion of warrants, sweat equity of share or conversion of preference share or debenture into equity.

PROHIBITIONS FOR BUY BACK 1.A company shall not Directly or Indirectly purchase its own shares (a) through any subsidiary company including its own subsidiary companies (b) through any investment company or group of companies; or (c) * If default in repayment of deposit accepted either before or after the commencement of this act, interest thereon, redemption of Debenture/preference share or payment of dividend 2.Company not comply the provision of Section 92,123,127 & 129 * Buy Back is not prohibited, if the default is remedied and a period of three years lapsed from the date of making default.