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Board Resolution For Buy Back Of Shares for India

Board Resolution For Buy Back Of Shares Template for India

A Board Resolution for Buy Back of Shares is a formal corporate document under Indian law that records the board's decision to repurchase the company's own shares from existing shareholders. This document must comply with Section 68 of the Companies Act, 2013, and for listed companies, with SEBI (Buy-back of Securities) Regulations, 2018. The resolution details the terms of the buy-back, including the quantum of shares, price, method of buy-back, and confirms compliance with statutory requirements regarding debt-equity ratio, solvency, and source of funds. It serves as the primary authorization document for initiating the buy-back process and demonstrates corporate governance compliance.

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What is a Board Resolution For Buy Back Of Shares?

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.

What sections should be included in a Board Resolution For Buy Back Of Shares?

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

What sections are optional to include in a Board Resolution For Buy Back Of Shares?

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

What schedules should be included in a Board Resolution For Buy Back Of Shares?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






























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Relevant Industries

Banking & Financial Services

Manufacturing

Information Technology

Real Estate

Pharmaceuticals

Retail

Telecommunications

Energy

Infrastructure

Consumer Goods

Professional Services

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Investor Relations

Corporate Governance

Board Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Compliance Officer

Finance Director

Corporate Secretary

Board Director

Managing Director

Financial Controller

Treasury Manager

Corporate Governance Officer

Investor Relations Manager

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