Buy Back of Shares
•Check AOA
•Buy back of shares from the following only:
i) Its free reserve
ii) The securities premium account
iii) The proceeds of the issue of any shares or other specified securities
•Buy Back of shares shouldn’t exceeds 25% of the total paid up capital
•Convene a BM to decide about the details of proposed buy back and to decide
about the General Meeting
•No need of Special Resolution if the proposed buy back is less than 10% of total
paid up capital
•Board Resolution on the same.
•Explanatory statement is required where buy back is more than 10% of the total
paid up capital
•Approval of the Explanatory statement in Board Meeting
•Hold the General Meeting and pass Resolution (Ordinary /Special depending
upon the total % of buy back)
•File the Special resolution together with explanatory statement in Form MGT-14
within 30 days of passing such resolution
•Before buy back of share file with ROC Letter of offer in Form SH-8. And the
same Letter of Offer shall be dated and signed by not less than two Directors , one
of whom shall be Managing Director, where there is one
•Declaration of Solvency as aforesaid in 16(18) shall be duly signed by not less
than two Directors , one of whom shall be Managing Director if any shall be filed
with ROC in Form SH-9 along with Letter of Offer
•Letter of Offer shall be dispatched to shareholders within 21 days of filing with
the ROC
•The letter of offer shall be open only for 15 to 30 days from the date of dispatch
of the Letter of Offer
