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Brief Procedure of Buy Back under section 68 of Companies Act, 2013
Buy Back of Shares u/s 68 for Private/ Unlisted Public Company | ||||
Steps | Procedure | Attachments | Forms | Timelines |
Articles of Association must authorise | ||||
1 | Conduct Board Meeting (1st) | -Approval of Buy Back – Approval of Auditors report(valuation)- Draft EGM notice |
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2 | Notice of General Meeting | -Notice -Explanatory Statement -Auditors report(valuation) |
21 clear days notice | |
3 | Passing SR in the General Meeting of the Company | -SR -Explanatory Statement |
MGT-14 | 30 days from passing SR |
4 | Conduct a Board Meeting (2nd) | -Approve letter of offer -Opening of Separate Bank Account |
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5 | File Letter of offer to ROC(only in case of SR) | -Draft Letter of Offer | SH-8 | |
6 | Letter of Offer shall be dispatched to the Shareholders | -Draft Letter of Offer | ||
7 | Opening of Offer | Minimum 15 days* | ||
8 | Closure of Offer | Maximum 30 days | ||
9 | Declaration of Solvency | -Letter of Offer -Declaration of solvency along with affidavit |
SH-9 | before completing the buy back |
10 | Verification-the Company shall verify the offer received on the closure of offer | maximum 15 days | ||
11 | Payment in cash | maximum 7 days of the verification | ||
12 | Return of Buy Back | SH-11 | within 30 days of completion of Buy Back | |
13 | Register of Buy-Back | SH-10 | ||
*This minimum period can be reduced by taking Shareholders approval (100% consent) |
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