• BUY BACK

a company may purchase its own shares or other specified securities (hereinafter
referred to as buy-back) out of—
(a) its free reserves;
(b) the securities premium account; or
(c) the proceeds of the issue 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.
• No company shall purchase its own shares or other specified securities unless—
(A) The buy-back is authorized by its articles;
(b) a special resolution has been passed at a general meeting of the company
authorizing the buy-back:
• Provided that nothing contained in this clause shall apply to a case where—
• (i) the buy-back is, ten per cent. or less of the total paid-up equity capital and
free reserves of the company; and
• (ii) such buy-back has been authorised by the Board by means of a resolution
passed at its meeting;
• (c) the buy-back is twenty-five per cent. or less of the aggregate of paid-up
capital and free reserves of the company:
• (d) the ratio of the aggregate of secured and unsecured debts owed by the
company after buy-back is not more than twice the paid-up capital and its free
reserves:
• (e) all the shares or other specified securities for buy-back are fully paid-up;
• (f) the buy-back of the shares or other specified securities listed on any
recognized stock exchange is in accordance with the regulations made by the
Securities and Exchange Board in this behalf; and
• No offer of buy-back under this sub-section shall be made within a period of
one year reckoned from the date of the closure of the preceding offer of buy-
back, if any.
• The notice of the meeting at which the 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 shares or securities intended to be purchased under the buy-back;
• (d) the amount to be invested under the buy-back; and
• (e) the time-limit for completion of buy-back
• Every buy-back shall be completed within a period of one year from the
date of passing of the special resolution, or as the case may be, the
resolution passed by the Board
• The buy-back under sub-section (1) may be—
• (a) from the existing shareholders or security holders on a proportionate
basis;
• (b) from the open market;
• (c) by purchasing the securities issued to employees of the company
pursuant to a scheme of stock option or sweat equity.

• Before making such buy-back, file with the Registrar and the Securities and
Exchange Board, a declaration of solvency signed by at least two directors of
the company, one of whom shall be the managing director
• Where a company buys back its own shares or other specified securities, it
shall extinguish and physically destroy the shares or securities so bought back
within seven days of the last date of completion of buy-back.
• Where a company completes a buy-back of its shares or other specified
securities under this section, it shall not make a further issue of the same kind
of shares or other securities within a period of six months except by way of a
bonus issue or in the sweat equity or conversion of preference shares or
debentures into equity shares.
• A company shall, after the completion of the buy-back under this section, file
with the Registrar and the Securities and Exchange Board a return containing
such particulars relating to the buy-back within thirty days of such completion
• Provided that the buy-back is not prohibited, if the default is remedied and a
period of three years has lapsed after such default ceased to subsist.
• If a company makes any default in complying with the provisions of this
section or any regulation made by the Securities and Exchange Board, the
company shall be punishable with fine which shall not be less than one lakh
rupees but which may extend to three lakh rupees and
• every officer of the company who is in default shall be punishable with
imprisonment for a term which may extend to three years or with fine which
shall not be less than one lakh rupees but which may extend to three lakh
rupees, or with both
 Transfer of certain sums to capital redemption
reserve account.
• Where a company purchases its own shares out of free reserves or
securities premium account, a sum equal to the nominal value of the shares
so purchased shall be transferred to the capital redemption reserve account
and details of such transfer shall be disclosed in the balance sheet.

• Prohibition for buy-back in certain circumstances:

• No company shall directly or indirectly purchase its own shares or other
specified securities—
(a) through any subsidiary company including its own subsidiary companies;
(b) through any investment company or group of investment companies; or
(c) if a default, is made by the company, in the repayment of deposits
accepted either before or after the commencement of this Act, interest
payment thereon, redemption of debentures or preference shares or
payment of dividend to any shareholder, or repayment of any term loan
or interest payable thereon to any financial institution or banking
company
Dividend and its provision :
No dividend shall be declared or paid by a company for any
financial year except—

• out of the profits of the company for that year arrived at after
providing for depreciation
• out of the profits of the company for any previous financial year or
years arrived at after providing for depreciation
• out of money provided by the Central Government or a State
Government for the payment of dividend by the company in
pursuance of a guarantee given by that Government.
• inadequacy or absence of profits in any financial year, any company
proposes to declare dividend out of the accumulated profits earned
by it in previous years and transferred by the company to the
reserves
• Provided also that no dividend shall be declared or paid by a company from
its reserves other than free reserves.

• no company shall declare dividend unless carried over previous losses and
depreciation not provided in previous year or years are set off against profit
of the company for the current year

• The Board of Directors of a company may declare interim dividend during any
financial year out of the surplus in the profit and loss account and out of
profits of the financial year
• in case the company has incurred loss during the current financial year up to
the end of the quarter immediately preceding the date of declaration of
interim dividend, such interim dividend shall not be declared at a rate higher
than the average dividends declared by the company during the immediately
preceding three financial years.
• The amount of the dividend, including interim dividend, shall be deposited in
a scheduled bank in a separate account within five days from the date of
declaration of such dividend
• No dividend shall be paid by a company in respect of any share therein
except to the registered shareholder of such share
• in case the company has incurred loss during the current financial year up to
the end of the quarter immediately preceding the date of declaration of
interim dividend, such interim dividend shall not be declared at a rate higher
than the average dividends declared by the company during the immediately
preceding three financial years.
• The amount of dividend including interim dividend shall be deposited in a
schedule commercial bank in a seprate account within 5 days from the date
of such declaration.
UNPAID DIVIDEND ACCOUNT

• Where a dividend has been declared by a company but has not been
paid or claimed within thirty days from the date of the declaration to
any shareholder entitled to the payment of the dividend, the
company shall, within seven days from the date of expiry of the said
period of thirty days, transfer the total amount of dividend which
remains unpaid or unclaimed to a special account to be opened by
the company in that behalf in any scheduled bank to be called the
Unpaid Dividend Account
• The company shall, within a period of ninety days of making any
transfer of an amount under sub-section (1) to the Unpaid Dividend
Account, prepare a statement containing the names, their last known
addresses and the unpaid dividend to be paid to each person and
place it on the website of the company, if any, and also on any other
website approved by the Central Government for this purpose, in such
form, manner and other particulars as may be prescribed.
• If any default is made in transferring the total amount referred to in
sub-section (1) or any part thereof to the Unpaid Dividend Account of
the company, it shall pay, from the date of such default, interest on so
much of the amount as has not been transferred to the said account,
at the rate of twelve per cent. per annum and the interest accruing
on such amount shall ensure to the benefit of the members of the
company in proportion to the amount remaining unpaid to them
• If any default is made in transferring the total amount referred to in
sub-section (1) or any part thereof to the Unpaid Dividend Account of
the company, it shall pay, from the date of such default, interest on so
much of the amount as has not been transferred to the said account,
at the rate of twelve per cent. per annum and the interest accruing
on such amount shall ensure to the benefit of the members of the
company in proportion to the amount remaining unpaid to them.

• Investor Education and Protection Fund.— (1) The Central

Government shall establish a Fund to be called the Investor
Education and Protection Fund
 The Fund shall be utilised for
• the refund in respect of unclaimed dividends, matured deposits, matured
debentures, the application money due for refund and interest thereon;
• (b) promotion of investors‘ education, awareness and protection;
• (c) distribution of any disgorged amount among eligible and identifiable
applicants for shares or debentures, shareholders, debenture-holders or
depositors who have suffered losses due to wrong actions by any person, in
accordance with the orders made by the Court which had ordered
disgorgement;
• (d) reimbursement of legal expenses incurred in pursuing class action suits
under sections 37 and 245 by members, debenture-holders or depositors as
may be sanctioned by the Tribunal; and
• (e) any other purpose incidental thereto,
Punishment for failure to distribute
dividends.
• Where a dividend has been declared by a company but has not been
paid or the warrant in respect thereof has not been posted within
thirty days from the date of declaration to any shareholder entitled
to the payment of the dividend, every director of the company shall,
if he is knowingly a party to the default, be punishable with
imprisonment which may extend to two years and with fine which
shall not be less than one thousand rupees for every day during
which such default continues and the company shall be liable to pay
simple interest at the rate of eighteen per cent. per annum during
the period for which such default continues