Template Description

The Board Resolution for Share Buyback Under Section 68 Template is a professionally drafted legal document designed to facilitate the approval and execution of a share buyback by the Board of Directors, by Sections 68, 69, and 70 of the Companies Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014. This 3-page MS Word format template is ideal for private limited, unlisted public, or listed companies that wish to conduct a buyback using surplus reserves or capital. This template helps ensure compliance, transparency, and board-level accountability while enabling companies to restructure capital, reward shareholders, or optimise financials through a legally compliant buyback process.

Understanding the Board Resolution for Share Buyback Template

This template allows companies to carry out a strategic buyback program in a manner compliant with Indian corporate law. It empowers directors to formally approve the buyback, initiate disclosures, appoint intermediaries, file statutory forms, and communicate the offer to eligible shareholders. It includes both board resolution and an editable Offer Letter for shareholder communication.

Key Features of the Template

1. Legal Validity & Compliance Basis: Fully aligned with Sections 68–70 of the Companies Act, 2013, and Rule 17 of the Companies.
2. Buyback Details in Resolution Format: Structured board resolution for approval of buyback, including: Maximum number of shares to be bought back, Face value and buyback price, Total buyback size, Mode of buyback and Source of funds
3. Appointment of Intermediaries: Approves and authorises the appointment of a Merchant Banker / Advisor / Legal Consultant to manage the buyback process.
4. Authorisation for Filings and Execution: Authorises designated persons (Managing Director, CFO, or Company Secretary) to: Finalise Record Date, Issue the offer letter, Accept shares and extinguish certificates, Handle all regulatory and shareholder communications
5. Editable Public Offer Letter Format: A ready-to-customise Offer Letter Template to be sent to shareholders covering: Buyback mode, record date, price, and total size, Eligibility, terms and conditions, Payment method and extinguishment details, FAQs and Instructions to Shareholders
6. Disclosures & Enclosures: Provides space to include or attach: Form of Acceptance, Board Resolution extract, SEBI/ROC notices (if applicable), Payment instructions and grievance redressal contacts
7. Post-Buyback Obligations: Includes authorisation to file post-buyback documentation (SH-9), destruction of share certificates, and update statutory registers.

Conclusion

The Board Resolution for Share Buyback Under Section 68 Template is a practical, compliant, and customizable document that empowers corporate boards to structure, authorise, and execute share buybacks efficiently and transparently. It aligns with Indian legal frameworks, ensures protection for all stakeholders, and provides companies with a clear mechanism to manage surplus capital through regulated repurchases of equity shares. Suitable for use during board meetings, corporate filings, and shareholder communications.