ABC Limited is a listed company. Its financial data as on 31st March, 2022 are as follows: Authorised equity share capital ₹ 20 Crore (2 Crore shares of ₹ 10 each) Paid up equity share capital ₹ 10 Crore General reserve

According to regulation 5 of the SEBI (Buy-back of Securities) Regulations, 2018, the company shall not authorize any buy back (whether by way of tender offer or from open market) unless a special resolution has been passed at a general meeting of the company authorizing the buy back. However, special resolution is not required, where the buy back is ten percent or less of the total paid up equity capital and free reserves of the company; and such buy back has been authorized by the board of directors by means of a resolution passed at its meeting. (a) In the given situation, the company desired to buy back of shares to the extent of 8% of paid up capital and free reserves by way of passing of board resolution through circulation. However, as per above regulations and Section 179 of the Companies Act, 2013, the board resolution pertaining to buy-back should be passed at its meeting and not through circulation. Therefore, with reference to above stated provisions, the proposal of buy back is not valid. (b) In second given case, the buy back is 12% which is more than 10% limit of company's paid-up share capital and free reserves. In this case, buy back must be authorized by special resolution.