As per the provisions of section
68 (1) of Companies Act, 2013 notwithstanding anything
contained in this Act, but subject to the provisions of subsection (2), a
company may purchase its own shares or other specified securities (hereinafter
referred to as buy-back) out of—
68 (1) of Companies Act, 2013 notwithstanding anything
contained in this Act, but subject to the provisions of subsection (2), a
company may purchase its own shares or other specified securities (hereinafter
referred to as buy-back) out of—
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(a) its free reserves;
(b) the securities premium account; or
(c) the proceeds of the issue of any shares or other specified
securities:
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.
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.
Section
68(2) : No company shall purchase its own shares or other specified securities
under sub-section (1), unless—
68(2) : No company shall purchase its own shares or other specified securities
under sub-section (1), unless—
(a) the buy-back is authorised by its articles;
(b) a special resolution has been passed at a general meeting of the
company authorising the buy-back:
company authorising the buy-back:
Special Resolution for Buy Back of Shares
“RESOLVED
THAT pursuant to the provision of section 68 and Rule 17 of the Companies
(Share Capital and Debentures) Rules, 2014 and other applicable provisions of
the Companies Act, 2013 and other applicable laws and regulations, if any, the
Company do purchase/buy-back out of free reserves or securities premium account
or partly out of free reserves and partly out of securities premium account, or
out of the proceeds of any shares or securities, ___________ equity shares of
the Company of the face value of Rs. __ (Rupees
_____ only) each, representing approximately _____ of the total number of
shares comprised in the paid-up share capital of the Company from the holders
of the equity shares at a price of Rs. ___ (Rupees ____ only) per share.”
THAT pursuant to the provision of section 68 and Rule 17 of the Companies
(Share Capital and Debentures) Rules, 2014 and other applicable provisions of
the Companies Act, 2013 and other applicable laws and regulations, if any, the
Company do purchase/buy-back out of free reserves or securities premium account
or partly out of free reserves and partly out of securities premium account, or
out of the proceeds of any shares or securities, ___________ equity shares of
the Company of the face value of Rs. __ (Rupees
_____ only) each, representing approximately _____ of the total number of
shares comprised in the paid-up share capital of the Company from the holders
of the equity shares at a price of Rs. ___ (Rupees ____ only) per share.”
“RESOLVED
FURTHER THAT the Board of directors of the Company (hereinafter referred to
as “the Board” which term shall include any committee which the Board
of directors of the Company may have constituted or may hereafter constitute)
be and is hereby authorised:—
FURTHER THAT the Board of directors of the Company (hereinafter referred to
as “the Board” which term shall include any committee which the Board
of directors of the Company may have constituted or may hereafter constitute)
be and is hereby authorised:—
(a) to determine and fix at the appropriate time, the price, not
being a price higher than the maximum price specified hereinabove for the
proposed buy-back of shares from the existing shareholders on a proportionate basis
through the letter of offer;
being a price higher than the maximum price specified hereinabove for the
proposed buy-back of shares from the existing shareholders on a proportionate basis
through the letter of offer;
(b) to take all appropriate steps under Rules and Regulations
laid down by the Ministry of Corporate Affairs and all other applicable laws
and regulations including appointments of bankers and any other intermediaries,
opening of an escrow and special bank accounts and finalising letter of offer
and such other documents as may be relevant.’
laid down by the Ministry of Corporate Affairs and all other applicable laws
and regulations including appointments of bankers and any other intermediaries,
opening of an escrow and special bank accounts and finalising letter of offer
and such other documents as may be relevant.’
“RESOLVED
FURTHER THAT nothing contained herein shall confer any right on the part of
any shareholder to offer or any obligation on the part of the Company or the
Board to purchase/buy-back any share except, as provided under the Rules and
Regulations laid down by the Central Government and in the manner and during
the period prescribed therein.”
FURTHER THAT nothing contained herein shall confer any right on the part of
any shareholder to offer or any obligation on the part of the Company or the
Board to purchase/buy-back any share except, as provided under the Rules and
Regulations laid down by the Central Government and in the manner and during
the period prescribed therein.”
“RESOLVED
FURTHER THAT the Board be and is hereby authorised to do all such acts,
deeds, matters and things which may be necessary, usual, expedient and proper
to give effect to this resolution.”
FURTHER THAT the Board be and is hereby authorised to do all such acts,
deeds, matters and things which may be necessary, usual, expedient and proper
to give effect to this resolution.”
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