Companies Act, 2017

PART-V

INVITATION OF DEPOSITS

Companies Act, 2017 PART-V INVITATION OF DEPOSITS From: 2023-11-01 - To: 0000-00-00 88. Power of a company to purchase its own shares.- (1) Notwithstanding anything contained in this Act or any other law, for the time being in force, or the memorandum and articles, a 1[listed] company may, subject to the provisions of this section and the regulations specified in this behalf, purchase its own shares.? (2) The shares purchased by the company may, in accordance with the provisions of this section and the regulations, either be cancelled or held as treasury shares 2[.] 3[***] (3) The shares held by the company as treasury shares shall, as long as they are so held, in addition to any other conditions as may be specified, be subject to the following conditions, namely- (a) the voting rights of these shares shall remain suspended: and (b) no cash dividend shall be paid and no other distribution, whether in cash or otherwise of the company’s assets, including any distribution of assets to members on a winding up shall be made to the company in respect of these shares: Provided that nothing in this sub-section shall prevent— (a) an allotment of shares as fully paid bonus shares in respect of the treasury shares; and (b) the payment of any amount payable on the redemption of the treasury shares, if they are redeemable. (4) The board shall recommend to the members purchase of the shares. The decision of the board shall clearly specify the number of shares proposed to be purchased, purpose of the purchase i.e. cancellation or holding the shares as treasury shares, the purchase price, period within which the purchase shall be made, source of funds, justification for the purchase and effect on the financial position of the company. (5) The purchase of shares shall be made only under authority of a special resolution. (6) The purchase of shares shall be made within a period as specified in the regulations. (7) The proposal of the board to purchase shares shall, on conclusion of the board’s meeting, be communicated to the Commission…