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of <h1>Key conditions for company share buy-back under Section 68, including limits, solvency test, timelines and penalties</h1> Section 68 permits a company to buy back its own fully paid shares or specified securities from free reserves, securities premium, or proceeds of other issues (not of the same kind), if authorised by articles and approved by special resolution or Board (within 10% limit). Buy-back is capped at 25% of paid-up capital and free reserves, subject to a 2:1 post-buy-back debt-equity ratio (unless relaxed), and must comply with SEBI regulations or prescribed rules. The process requires disclosure, solvency declaration, completion within one year, extinguishment within seven days, a one-year gap between offers, a six-month restriction on re-issue (with limited exceptions), maintenance of a buy-back register, and post-completion filings. Non-compliance attracts monetary penalties.
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