Special Resolution for Buy Back of Shares

Special-Resolution-Buy-Back-of-Shares


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—

(a) its free reserves;
(b) the securities premium account; or
(c) the proceeds of the issue of any shares or other specified 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.

Section 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:

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.”

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:—
(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;
(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.’

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.”
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.”
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