1.1 Notified with effect from 1st April 2014, sections 68, 69 and 70 of the Companies Act, 2013 (“the new act”) provide for the buy-back of securities in place of sections 77A, 77AA and 77B of the Companies Act, 1956 (“the old act”) respectively.
1.2 The Securities and Exchange Board of India (“SEBI Buy-back Regulations, 2018”) (as amended from time to time) apply to buy-back of shares or other specified securities of a company listed on a stock exchange.
1.3 In respect of private limited companies and unlisted public limited companies, buy-back of securities is governed by Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014 (“Rules”) with effect from 1st April 2014 which replace the Private Limited Company and Unlisted Public Limited Company (Buy-back of Securities) Rules, 1999.
one of the main conditions for allowability of buy back of securities is that the ratio of the aggregate of secured and unsecured debts owed by the Company after buy back is not more than twice the paid up capital and free reserves, provided that if a higher ratio has been specified under the Companies Act, 2013, the same shall prevail. In 2016, the Central Government had specified a debt to capital and free reserves ratio of 6:1 for Companies within the meaning of clause (45) of Sec. 2 of Companies Act, 2013 which carry on Non-Banking Finance Institution and Housing Finance activities.