Buyback of shares by pvt. ltd. company

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Bhavik Sheth (Querist)

07 October 2011 Can any body inform me about the Buyback of Shares by Pvt. Ltd. Company on the following:

1. No. of Board meetings required to be held for buyback of shares less than 10%
2. date in the draft letter of offer
3. Is appointment of Compliance Officer mandatory as mentioned in the form 4A
4. Is opening of the new bank account for buyback is mandatory

Regards
Bhavik

CS GURVINDER SINGH

CS GURVINDER SINGH (Expert)

08 October 2011 - For Buy Back of securities less than 10% of Equity and Reserves and Surpluses, approval of Shareholders in General Meting is not required, only the Board of Directors by passing Board Resolution can do so.
- Date in Letter of Offer shall be the same when, the offer is drafted and send to Sh. Holders .i.e Board Meeting date.
- Certificate From CA in 4A is required to be taken for Declaration of Solvency by Director of Co. for 12 months.
- yes, Opening of New Bank Account is mandatory, and a resolution for opening of New Account is also required to be pass in Board meeting.
- Further, all the shares offered in the Resolution are required to be Buy Back within a period of 12 Months.
- and there should be a provision in the Articles permitting the Co. to Buy Back its own securities u/s 77A.
- If there is no such provision then, a special resolution is required to be pass in general meeting to insert.

For further Query, you can ask freely
Gurvinder Singh
[email protected]

CS GURVINDER SINGH

CS GURVINDER SINGH (Expert)

CS Suraj Arora

CS Suraj Arora (Expert)

08 October 2011 Dear Bhavik

Please take note we need only one board meeting in this regards...in the board meeting first directors will approve the buy back of shares less than 10% of the equity share capital and free reserves,,,a draft declaration of solvency will be placed before the board and board approve the same,,,two directors including MD will be authorized to sign the declaration of solvency,,,,further draft offer letter will be placed and approved board and any director of the company will be authorized to file eform 62 to the ROC....a general resolution to do all acts as filling of return in eform 4C and maintenance of registers is to be given to some director or CS..

2.Borad meeting date will be date of letter of offer date...

3.opening of bank account is compulsory..]

4. Appointment of compliance officer is not necessary..

I hope your query is solved

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