Independent directors- under the Companies Act, 2013
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The notice for general meeting pursuant to Sec. The Company has to extinguish and physically destroy the shares or securities so bought back within 7 days of the last date of completion of buy-back. A duly signed letter of offer in Form No.
A declaration of solvency duly signed and verified by an affidavit in Form No. The company is required to maintain a register of the shares or other securities which have been bought-back in Form No. The Company, after the completion of the buy-back under these rules, is required to file with the Registrar and in case of a listed company with the Registrar and the Securities and Exchange Board of India, a return in the Form No.
Further, a certificate in Form No. Where buy-back is out of free reserves or securities premium, an amount equal to the par value of the securities bought-back have to be transferred to the capital redemption reserve account with appropriate disclosures in the balance sheet.
However the buy-back is not prohibited, if the default is remedied and a period of 3 years has lapsed after such default ceased to subsist. Buy-Back of Securities 1. Applicable Law, Rules and Regulations 1. Methods of buy-back 3. Modesof the Buy-back [Sec. Free reserves; Securities premium employee stock options under companies act 2013 or Proceeds of the issue of any shares or other specified securities.
Maximum Quantum of the Employee stock options under companies act 2013 5. Conditions of the Buy-back 6. It should be authorised by the Articles of Association of the Company.
A special resolution must be passed at the general meeting of the company. Special resolution is not required, provided [proviso to sec. The debt-equity ratio of the company, after buy-back is completed should not more than 2: Equity includes paid-up capital and its free reserves Debt includes secured and unsecured debts owed by the company.
Buy-back of only fully paid-up shares and securities is permitted. No offer of buy-back shall be made within a period of 1year reckoned from the date of the closure of the preceding offer of buy-back. The company is not permitted to utilize any money employee stock options under companies act 2013 from banks or financial institutions for the purposeof buying back its shares; 7.
Notice for the Buy-back The notice for general meeting pursuant to Sec. Offer for the Buy-back and the Time-period 8. Opening of New Bank Account and payment of consideration 9. Extinguishment of certificate The Company has to extinguish and physically destroy the shares or securities so bought back within 7 days of the last date of completion employee stock options under companies act 2013 buy-back 9 Some of the Filings and Records Resolutions for buy-back Board, special resolutions authorizing buy-back of securities under section Shares and other securities so bought back to be extinguished and physically destroyed within 7 days of the last date of completion of buy-back Further issue of same kind of shares or other securities cannot be made by the company for a period of 6months except for: Capital Redemption Reserve [Sec 69] Where buy-back is out of free reserves or securities premium, an amount equal to the par value of the securities bought-back have to be transferred to the capital redemption reserve account with appropriate disclosures in the balance sheet.
Consequence of Non-compliance [Sec.