Board resolution format for buy-back of shares under Sections 68 to 70 and Rule 17, with the 10% Board limit, solvency declaration and SH-8, SH-9 and SH-11.
“RESOLVED THAT pursuant to the provisions of Sections 68, 69, 70 and 179(3)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014 and Article [●] of the Articles of Association of the Company, [the buy-back being ten per cent or less of the total paid-up equity capital and free reserves of the Company / subject to the approval of the members by way of a special resolution], consent of the Board be and is hereby accorded to buy back up to [●] fully paid-up equity shares of ₹[●] each of the Company at a price of ₹[●] per share, payable in cash, for an aggregate amount not exceeding ₹[●] (Rupees [●] only), out of the [free reserves / securities premium account] of the Company, from the existing shareholders on a proportionate basis through a letter of offer.
RESOLVED FURTHER THAT the buy-back shall be completed within one year from the date of [this resolution / the special resolution of the members], a sum equal to the nominal value of the shares bought back shall be transferred to the capital redemption reserve account, and the shares bought back shall be extinguished within seven days of the last date of completion of the buy-back.
RESOLVED FURTHER THAT any two Directors, one of whom shall be the Managing Director where there is one, be and are hereby authorised to sign the letter of offer and the declaration of solvency, and any Director and/or the Company Secretary of the Company be and is hereby severally authorised to file e-Forms SH-8, SH-9 and SH-11 with the Registrar of Companies and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”