Board of directors of Pious Ltd. gives you the following information extracted from the company's financial statements as at 31st March, 2015: Authorised equity share capital (1 crore shares of ₹10 each) ₹10 crore, Paid-

CS Executive · Company Law · PYQS · December 2015
Board of directors of Pious Ltd. gives you the following information extracted from the company's financial statements as at 31st March, 2015: Authorised equity share capital (1 crore shares of ₹10 each) ₹10 crore, Paid-up equity share capital ₹5 crore, General reserve ₹5 crore, Debenture redemption reserve ₹2 crore. Board of directors by a resolution passed at its meeting decides to go for buy-back of shares to the extent of 20% of the company's paid-up share capital and free reserves. Examine the validity of the Board's resolution with reference to the provisions of the Companies Act, 2013.

Answer & Explanation:

In the present case since buy-back is upto the extent of 20% of the company's paid up share capital and free reserves, the resolution passed by the Board of Directors needs to be approved by shareholders by means of special resolution at a general meeting of the company. As per proviso to Section 68(2), Board of directors can approve buy-back up to 10% of the total paid-up equity capital and free reserves of the company by means of a board resolution passed at the meeting. Shareholder approval by means of special resolution is required when buy-back is up to 25% of the total paid-up capital and free reserves of the company and above 10% of the total paid-up equity capital and free reserves of the company. Considering the statutory provisions, Board of directors can approve only upto 10% of paid up share capital and free reserves.

Topics: Company Law

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