Power of company to purchase its own securities

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.... of any shares or other specified securities: Provided that no buy-back of any kind of shares or other specified securities shall be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities.      (2) No company shall purchase its own shares or other specified securities under sub-section (1) unless^___      (a) the buy-back is authorised by its articles;      (b) a special resolution has been passed in general meeting of the company authorising the buy-back: ^[4][Provided that nothing contained in this clause shall apply in any case where      (A) the buy-back is or less than ten per cen....

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....or other specified securities listed on any recognised stock exchange is in accordance with the regulations^[6] made by the Securities and Exchange Board of India in this behalf;      (g) the buy-back in respect of shares or other specified securities other than those specified in clause (f) is in accordance with the guidelines as may be prescribed. (3) The notice of the meeting at which special resolution is proposed to be passed shall be accompanied by an explanatory statement stating^___      (a) a full and complete disclosure of all material facts;      (b) the necessity for the buy-back;      (c) the class of security intended to be purchased....

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.... of the company as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year of the date of declaration adopted by the Board, and signed by at least two directors of the company, one of whom shall be the managing director, if any: Provided that no declaration of solvency shall be filed with the Securities and Exchange Board of India by a company whose shares are not listed on any recognised stock exchange. (7) Where a company buys-back its own securities, it shall extinguish and physically destroy the securities so bought-back within seven days of the last date of completion of buy-back. (8) Where a company completes a buy-back of its s....

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....fault shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to fifty thousand rupees, or with both. Explanation. For the purposes of this section,      (a) "specified securities" includes employees' stock option or other securities as may be notified by the Central Government from time to time;      (b) "free reserves" shall have the meaning assigned to it in clause (b) of Explanation to section 372A.       --------------------------------- Noes:- [1] Inserted by the Companies (Amendment) Act, 1999, w.r.e.f. 31-10-1998. [2] Section 77A, 77AA and 77B inserted by the Companies (Amendment) Act, 1999, w.e.....