A Board Resolution For Buy Back of Shares is a crucial corporate document required under Indian law when a company decides to repurchase its own shares from existing shareholders. This document is mandated by Section 68 of the Companies Act, 2013, and must be drafted when a company has excess cash and wishes to return it to shareholders, wants to improve financial ratios, or aims to consolidate ownership. The resolution must demonstrate compliance with statutory requirements including maintaining the debt-equity ratio within prescribed limits, ensuring the buy-back amount doesn't exceed 25% of paid-up capital and free reserves, and confirming the company's solvency. For listed companies, additional compliance with SEBI regulations is required. The document serves as evidence of proper corporate authorization and decision-making in the buy-back process.
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1. Title and Date: Specifies the type of resolution and date of the board meeting
2. Attendance and Quorum: Lists directors present and confirms meeting quorum requirements
3. Chairman: Identifies the chairman of the board meeting
4. Background: Explains the context and reasons for considering the buy-back
5. Statutory Compliance Statement: Confirms compliance with Section 68 of Companies Act and other applicable laws
6. Financial Details: States the company's financial position, free reserves, and debt-equity ratio
7. Buy-back Terms: Specifies size, price, and method of buy-back
8. Source of Funds: Identifies the source of funds for the buy-back
9. Implementation Details: Outlines the procedure and timeline for implementing the buy-back
10. Authorization: Authorizes specific officers to execute the buy-back
11. Certification: Company Secretary's certification of the resolution
1. SEBI Compliance: Required only for listed companies, detailing compliance with SEBI regulations
2. Foreign Exchange Considerations: Required if company has foreign shareholders or FDI
3. Tax Implications: Detailed section on tax aspects when tax impact is significant
4. Escrow Arrangement: Required for listed companies or large buy-backs
5. Employee Stock Options Impact: Required if company has outstanding ESOPs
6. Dissenting Directors: Required if any directors oppose the buy-back
1. Financial Statements: Latest audited financial statements supporting the buy-back decision
2. Valuation Report: Independent valuation report justifying the buy-back price
3. Statutory Auditor Certificate: Certificate confirming company's capability to implement buy-back
4. Shareholding Pattern: Pre and post buy-back shareholding structure
5. Declaration of Solvency: Board's declaration of company's solvency post buy-back
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Corporate Secretarial
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Chief Financial Officer
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Managing Director
Financial Controller
Treasury Manager
Corporate Governance Officer
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