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

According to the 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 or odd lot) unless a special resolution has been passed at a general meeting of the company authorising the buy-back. However, special resolution is not required, 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 at its meeting. In the given case, the company desired to buy-back of shares to the extent of 9% of paid-up capital and free reserves by way of passing of board resolution through circulation, however as per above regulations, the board resolution should be passed at its meeting not through circulation. Therefore with reference to the above stated provisions, the proposal of buy-back is not valid.