This resolution approves the buyback of the company’s equity shares from existing shareholders in accordance with Section 68 of the Companies Act, 2013. It authorizes the Board of Directors to determine the terms of the buyback and complete the necessary regulatory filings.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF <> AT EXTRAORDINARY GENERAL MEETING HELD ON <day, date > AT <time> AT THE REGISTERED OFFICE OF THE COMPANY AT <address>
Approval of Buyback 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) or re-enactment thereof for the time being in force) and in accordance with the provisions contained in the Articles of Association of the Company, Foreign Exchange Management Act 1999, regulations or guidelines issued thereunder and such other permissions and exemptions as may be required from applicable regulatory authorities (if any), the consent of the members be and is hereby granted to the Board of Directors to Buy-back up to _____________ ( _______ only) fully paid-up Equity Shares of the face value of Rs.________/- (Rupees Only) per share at a price of Rs._____ (Rupees____ only) per share payable in cash for a total consideration of Rs.______ (Rupees_______ Only, which is upto 25% of the total paid-up equity capital, free reserves and securities premium account as per the un-audited accounts of the Company for the period starting from _____ and ending on _____which are subject to limited review by the Statutory Auditors of the Company/ audited accounts of the Company for the period starting from ending on _______and on a proportionate basis, from the existing members of the Company (the equity shareholders) as on the record date fixed by the Board of Directors of the Company;
RESOLVED FURTHER THAT the amount required by the Company for the aforementioned Buy-back may be met out of share premium account, current surplus and/or cash and cash equivalents and/or internal accruals and/or liquid resources of the Company, per the aforementioned un-audited/audited accounts, as at_________ [DD/MM/YYYY] and/or as the Board of Directors of the Company may decide from time to time,
RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized to make any changes or amendments to the Buyback offer and/or to prepare, sign, execute such papers, documents, applications and the like as may be required, to undertake necessary filings with the Registrar of Companies/ Ministry of Corporate Affairs/Reserve Bank of India or other concerned statutory authorities, to determine the terms and conditions of the aforesaid Buy-back offer, 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.
//Certified True Copy//
For _______________________
____________
Director
DIN: ________
Address: ____________
Date:
Place:
