The financial information of a listed company as on 31st March, 2018 is as follows: Authorized equity share capital ₹ 10 crore (1 crore shares of ₹ 10 each); Paid-up equity share capital ₹ 5 crore; General reserve ₹ 3 cr

Analysis of the Buy-back Proposal Validity: 1. Provisions of SEBI (Buy-back of Securities) Regulations, 2018: According to Regulation 5 of the SEBI (Buy-back of Securities) Regulations, 2018, a company shall not authorize any buy-back (whether by way of tender offer or from open market or odd lot) unless: The buy-back is authorized by the company's articles; and A special resolution has been passed at a general meeting of the company authorizing the buy-back. 2. Exception for Board Resolution: However, such a special resolution is not required where the buy-back is: 10% 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. 3. Application to the given case: Paid-up equity capital: ₹ 5 crore Free reserves: General Reserve (₹ 3 crore) + Debenture Redemption Reserve (₹ 2 crore) = ₹ 5 crore Total paid-up equity capital and free reserves: ₹ 5 crore + ₹ 5 crore = ₹ 10 crore Proposed buy-back extent: 9% of total paid-up equity capital and free reserves = 9% of ₹ 10 crore = ₹ 0.90 crore (₹ 90 lakh). Since the proposed buy-back (₹ 0.90 crore) is 10% or less of the total paid-up equity capital and free reserves (₹ 10 crore), it could potentially be authorized by a Board resolution. 4. Issue with the Board Resolution Method: The problem states that the Board of Directors passed the resolution by circulation . The SEBI (Buy-back of Securities) Regulations, 2018, specifically require that for a buy-back of up to 10% of paid-up capital and free reserves, the authorization must be by means of a resolution passed at a meeting of the Board of Directors, not by circulation. Conclusion: With reference to the above stated provisions, the proposal of buy-back is not valid because the Board resolution was passed by circulation instead of at a duly convened Board meeting, as required by the SEBI Buy-back Regulations.