With reference to Private Limited Company and Unlisted Public Company Buy-back of Securities Rules, 1999 kindly let me know the procedure to File Draft Letter of Offer with the concerned ROC by a Private Limited Company.
Is it to be filed as an attachment with Form 62???
1.Draft letter of offer to be filed with RoC after passing special resolution but before buyback.
2. The Letter of offer shall contain the information specified in Schedule II to the Buyback Rules. Letter of offer should be dated and signed by the Board of directors.
3. The Company shall file alongwith the letter of offer a declaration of solvency in Form No. 4A, prescribed under the Companies (Central Government's ) General Rules and Forms, 1956 and in accordance with provisions of sub-section (6) of section 77A of the Companies Act, 1956.
4. On filing of the same the offer becomes irrevocable on the part of the Company.
5. The letter of offer should contain inter alia the following :- true factual and material information; no misleading information; a statement that the directors of the company accept the responsibility for the information contained in it.
6. Confirm in the letter of offer the opening of a separate bank account testifying the availability of funds earmarked for it and also about payment of consideration only by way of cash or Bank Draft/pay order.
7. Once the draft letter of offer has been filed with the Registrar of Companies, it shall not be withdrawn.
8. Letter of offer to be dispatched to the shareholders within 21 days of filing with RoC
Letter of offer is not filed as an attachment in Form 62. Declaration of solvency in Form 4A is to be filed as an attachment to Form 62.
20 June 2012
Thankyou very much for your guidance.... I got a very clear picture oof the practical aspect of buy-back of Shares by a Private Limited Company.
But still confused about how the Letter of Offer is to be filed with the ROC.
If the Letter of Offer is not to be filed through Form 62 than is it to be filed manually???
CAclubindia
