Buy-back is not simply a founder exit payment. Section 68 controls sources, authorisation, approvals, limits, solvency and post-buy-back extinguishment of securities.
Section 68 covers power of company to purchase its own shares or other specified securities. It includes source-of-funds conditions and states that buy-back shall not be made out of proceeds of an earlier issue of the same kind of shares or securities.
| Control | Evidence |
|---|---|
| Articles authorisation | Check buy-back power in Articles. |
| Board/special resolution route | Determine approval threshold and route. |
| Solvency declaration/support | Prepare finance and board evidence. |
| Offer/payment records | Track shareholder communication and payment. |
| Extinguishment/destruction | Section 68 requires extinguishment and physical destruction within the specified period after completion. |
This article is intentionally source-limited to official India Code / MCA material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
Section 68 covers power of company to purchase its own shares or specified securities.
Section 68 contains a restriction on buy-back out of proceeds of earlier issue of the same kind of shares/securities.
Section 68 requires extinguishment and physical destruction of bought-back securities within the specified timeline.