RN Ltd., has equity share capital of 20,00,000 of face value of ₹10 each, listed in Bombay Stock Exchange. The company has proposed for buy-back of its shares up to 25%. As a Company Secretary explain the conditions for

Conditions for buy-back of securities As per regulation (4) of SEBI (Buyback of Securities), Regulations, 2018 (i) The maximum limit of any buy-back of shares shall be twenty five percent or less of the aggregate of paid-up capital and free reserves of the company. (ii) The ratio of the aggregate of secured and unsecured debts owed by the company after buy-back shall not be more than twice the paid-up capital and free reserves. If a higher ratio of the debt to capital and free reserves for the company has all shares or other specified securities for buy-back shall be fully paid-up been notified under the Companies Act, 2013, the same shall prevail. (iii) All shares or other specified securities for buy-back shall be fully paid up. In respect of the buy-back of equity shares in any financial year, the reference to 25% in this regulation shall be construed with respect to its total paid-up equity capital in that financial year. (iv) A company may buy-back its shares or other specified securities by any one of the following methods: (a) from the existing share holders or other specified securities holders on a proportionate basis through the tender offer; (b) from the open market through- (i) book-building process, (ii) stock exchange; (c) from odd-lot holders: Provided that no offer of buy-back for fifteen per cent or more of the paid up capital and free reserves of the company shall be made from the open market. (v) A company shall not buy-back its shares or other specified securities so as to delist its shares or other specified securities from the stock exchange. (vi) A company shall not buy-back its shares or other specified securities from any person through negotiated deals, whether on or off the stock exchange or through spot transactions or through any private arrangement. (vii) A company shall not make any offer of buy-back within a period of one year reckoned from the date of expiry of buyback period of the preceding offer of buy-back, if any. (viii) A company shall not allow buy-back of its shares unless the consequent reduction of its share capital is effected. (ix) A company may undertake a buy-back of its own shares or other specified securities 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 such buy-back shall be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities. Additional/ General Conditions for Buyback of Shares or Other Securities (i) The company shall not authorise any buy-back unless: (a) The buy-back is authorised by the company's articles; (b) A special resolution has been passed at a general meeting of the company authorising the buy-back: Provided that nothing contained in this clause shall apply to a case where the buy-back is, ten per cent or less of the total paid-up equity capital and free reserves of the company; and such buy-back has been authorised by the board of directors by means of a resolution passed by its meeting. (ii) Every buy-back shall be completed within a period of one year from the date of passing of the special resolution at general meeting, or the resolution passed by the board of directors of the company, as the case may be. (iii) The company shall, after expiry of the buy-back period, file with the Registrar of Companies and the SEBI, a return containing such particulars relating to the buy-back within thirty days of such expiry, in the format as specified in the Companies (Share Capital and Debentures) Rules, 2014. (iv) A copy of the resolution passed at the general meeting under sub-section (2) of section 68 of the Companies Act, 2013 shall be filed with the Board and the stock exchanges where the shares or other specified securities of the company are listed, within seven days from the date of passing of the resolution.