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 |
||
| 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 |
||
| 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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