The Board of directors of ZED Ltd. (Listed Company) is actively considering a proposal to buy back its shares. Naveen has recently joined the Board as an Additional Director. You are the senior partner of a firm of Compa

This provision is covered under section 68(6) of the Companies Act, 2013 read with Rule 17(3) of Companies (Share Capital and Debenture) Rules, 2014. When a company proposes to buy-back its own shares or other specified securities under this section in pursuance of a special resolution or board resolution as the case may be, it shall, before making such buy back, file with Registrar and the Securities & Exchange Board of India (in case of listed companies), a declaration of solvency signed by at least 2 directors of the company, one of whom shall be the managing director, if any, in Form SH-9 and verified by an affidavit to the effect that the Board of Directors of the Company has made a full inquiry into the affairs of the company as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not rendered insolvent within a period of one year from the date of declaration adopted by the Board. As per proviso to section 68(2)(g) no offer of buy-back under section 68(2) 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. Naveen who has recently joined the Board as an additional director should be apprised accordingly.