Approval for issue of Buy-back of equity shares of the Company

Board Resolution format for issue of Buy-back of equity shares of the company

Approval of Buy-back of equity shares of the Company

“RESOLVED THAT pursuant to the provisions of Section 68 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) ore re-enactment thereof for the time being in force) enabling provisions contained in the Article of Association of the Company, Foreign Exchange Management Act 1999, Regulation  or  guidelines issue thereunder and subject to such other permissions and exemptions as may be required form applicable statutory authorities (if any)  and  the consent of the member (if required) of the Company, the consent be and is hereby accorded to Buy-back up to ________ (______) fully paid-up Equity Shares of the face value of Rs. ____/- (Rupees ______ only ) per share (representing _%  of the total paid-up Equity share capital of the Company)  at  a price of Rs._________/-   (Rupees__________ Only) per share payable in share aggregating to Rs._______/- (Rupees __________ Only, which is upto 10% 25% of the total paid up the equity Capital,  Free reserves and Securities Premium Account as per the un-audited accounts of the Company for the period commencing from _______ and ending on ________, which will be subject to limited review of the statutory Auditors of the Company / audited Accounts of the Company for the period commencing from ________ and ending on _______, on a proportionate basis, form the existing members of the Company as on the record date i.e _______________, 20 _________;

"RESOLVED FURTHER THAT un-audited accounts of the Company from the period commencing from ______ and ending on _______, as tabled before the Board , be and are hereby approved and the same shall be furnished to _________ statutory Auditors of the Company for Limited Review and there report under rule 17 of the Companies (Share Capital and Debentures) Rules 2014;

"RESOLVED FURTHER THAT  the amount required by the Company for the aforesaid mentioned Buy-back is intended to be met out of current surplus and/or cash and cash equivalents and/or internal accruals and/or liquid resources of the Company as the Board may decide from time to time;

"RESOLVED FURTHER THAT  the Board of Directors have made a full enquiry into the affairs and prospects of the Company and that they formed the opinion-

1. that immediately following the date on which the general meeting to be convened , there shall be no grounds on which the Company could be found unable to pay its debts;
2. as regards its precepts for the year immediately following that date, that, having regard to there intentions  with  respect to the management of the Company’s business during that year and to the amount and character of the financial resources which will in their view be available to the Company during that year, the Company shall be able to meet its liabilities as and when they fall due and shall not be rendered insolvent within a period of one year that date; and
3. In forming its opinion as aforesaid, the Directors have taken into account the liabilities (including prospective and contingent liabilities), as if the Company were being wound up under the provisions of the Companies Act, 2013.

"RESOLVED FURTHER THAT  the Board of Directors confirms that are no defaults or repayment of any term loans or schsisting in repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or Company payment of dividend due to any shareholder, interest payable thereon to any Financial Institution or Banking Company;

"RESOLVED FURTHER THAT  the draft Buy-back Offer Letter (along with necessary annexure/s thereto) and declaration of solvency and affidavit, as tabled before the Board be and are hereby approved and any of the two Directors of the Company including a Managing Director, be and are hereby authorized to finalize the said documents and to sign the same, for and on behalf of the Board of the Directors of the Company;

"RESOLVED FURTHER THAT  subject to the consent of the members of the Company, any Director of the Company be and is hereby authorized to open the Buy-back Offer Letter as specified hereinabove, for such period, as they may deem fit;

"RESOLVED FURTHER THAT  Mr./Ms.________ [name]_______  [director/ CFO/ CS) and Mr./Ms._____ [name]_____ [director/ CFO/ CS) of the Company be and are hereby severally authorized to file the necessary documents/form(s) with the Registrar of Companies and to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto,"

In case member's approval is proposed to be passed at a General Meeting

"RESOLVED FURTHER THAT  an Extra-ordinary General Meeting of the Company be called and held at ________ on ________ day of ______ at ________ as per the draft notice and explanatory statement placed before the meeting duly initialed by the Chairperson for identification;

"RESOLVED FURTHER THAT  Mr./Ms.______of M/s _________[Practicing Company Secretaries/Practicing Chartered Accountant/ Practicing Cost Accountant/ Advocate), who has given his consent to act as Scrutinizer, be and is hereby appointed as Scrutinizer for the e-voting and voting through ballot at the General Meeting at such remuneration and out of pocket expenses, as may be determined by  [Director];

"RESOLVED FURTHER THAT  the consent be and is hereby accorded to avail the conducting the electronic voting at such fees, as may be determined by [Electronic Voting Agency] for the purpose of Conducting the electronic voting at such fees, as such fees, as may be determined by __________[Director];

"RESOLVED FURTHER THAT  Mr./Ms.______[name], _______[Director/CS] of the Company be and is hereby authorized to issue the said notice to the members and others who are entitled for the same, and take all necessary action in this respect ;

In case member's approval is proposed to be obtained through Postal Ballot

"RESOLVED THAT pursuant to Section 110 and other applicable provisions, if any of the Companies Act, 2013 and rules therein, the postal ballot notice along with the postal ballot form, copy of which is placed before the meeting, be and is hereby approved;

"RESOLVED FURTHER THAT  the following calendar of events for implementing the proposal, be and is hereby approved and Mr./Ms._______, [director] and Mr.lMs. ______, [CS] be and are hereby jointly/severally authorized to alter/modify/extend the calendar of events, if thought absolute necessary for implementation of the Resolution.

"RESOLVED FURTHER THAT Mr./Ms.______ of M/s ________, [Practicing Company Secretaries/Practicing Chartered Accountant/Practicing Cost Accountant/Advocate], who has given his consent to act as Scrutinizer, be and hereby appointed as Scrutinizer for the e-voting and voting through ballot at the General Meeting at such remuneration and out of pocket expenses, as may be determined by ________ [Director];

"RESOLVED FURTHER THAT the consent be and is hereby accorded to avail the service of _____________ [Electronic Voting Agency] for the purpose of conducting the electronic voting at such fees, as may be determined by ________  [Director];

"RESOLVED FURTHER THAT the Notice be given to every member of the Company and voting nights of such members be reckoned as on the cut off date i.e. ______ [DD/MM/YYYY];

"RESOLVED FURTHER THAT Mr/Ms ______ [Director/CS)],  be and is hereby authorized to retain custody of postal ballot forms and other records received from  the scrutinizer after the scrutinizer has submitted his report on the scrutiny to the Board of Directors;

"RESOLVED FURTHER THAT Mr./Ms ________, [Director] of the Company, be and is hereby authorized to declare the results of the postal ballot process;

"RESOLVED FURTHER THAT Mr./Ms. ________ [Director/CS]  and Mr. Ms _____ [Director/CS] be made responsible for the entire postal ballot process and that they are hereby jointly and severally authorized to do all things and take all incidental and necessary steps including sending of Notice to all members and filing of this resolution with Registrar of Companies to conduct the said Postal Ballot process for and on behalf of the Company and to deal all questions or that may arise in the course of implementing this resolution."

//Certified True Copy//

For ________________

____________

Director

DIN: ________

Address: ____________

Date:

Place: