Special resolution format for buy-back of shares above the 10% Board limit under Sections 68, 69 and 70 and Rule 17, with the 25% cap and one-year completion.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 68, 69 and 70 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, consent of the members be and is hereby accorded for the buy-back by the Company of up to [●] fully paid-up equity shares of ₹[●] each at a price of ₹[●] per share, payable in cash, for an aggregate amount not exceeding ₹[●] (Rupees [●] only), being [●]% of the aggregate of the paid-up capital and free reserves of the Company as per the audited financial statements as at [●], out of the [free reserves / securities premium account] of the Company, from the existing shareholders on a proportionate basis through a letter of offer (the “Buy-back”).
RESOLVED FURTHER THAT the Buy-back shall be completed within one year from the date of passing of this resolution, and a sum equal to the nominal value of the shares bought back shall be transferred to the capital redemption reserve account.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to settle and file the letter of offer and the declaration of solvency with the Registrar of Companies, to implement the Buy-back and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”