(2)No company shall purchase its own shares or other specified securities under sub-section (1), unless—(a)the buy-back is authorised by its articles;(b)a special resolution has been passed at a general meeting of the company authorising the buy-back:Provided that nothing contained in this clause shall apply to a case where—(i)the buy-back is, ten per cent. or less of the total paid-up equity capital and free reserves of the company; and(ii)such buy-back has been authorised by the Board by means of a resolution passed at its meeting;(c)the buy-back is twenty-five per cent. or less of the aggregate of paid-up capital and free reserves of the company:Provided that in respect of the buy-back of equity shares in any financial year, the reference to twentyfive per cent. in this clause shall be construed with respect to its total paid-up equity capital in that financial year;(d)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 its free reserves:Provided that the Central Government may, by order, notify a higher ratio of the debt to capital and free reserves for a class or classes of companies;(e)all the shares or other specified securities for buy-back are fully paid-up;(f)the buy-back of the shares or other specified securities listed on any recognised stock exchange is in accordance with the regulations made by the Securities and Exchange Board in this behalf; and(g)the buy-back in respect of shares or other specified securities other than those specified in clause (f) is in accordance with such rules as may be prescribed:Provided that no offer of buy-back under this sub-section shall be made within a period of one year reckoned from the date of the closure of the preceding offer of buy-back, if any.
