(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 in general meeting of the company authorising the buy-back:[Provided that nothing contained in this clause shall apply in any case where-(A)the buy-back is or less than ten per cent of the total paid-up equity capital and free reserves of the company; and(B)such buy-back has been authorised by the Board by means of a resolution passed at its meeting:Provided further that no offer of buy-back shall be made within a period of three hundred and sixty-five days reckoned from the date of the preceding offer of buy-back, if any.Explanation .-For the purposes of this clause, the expression "offer of buy-back" means the offer of such buy-back made in pursuance of the resolution of the Board referred to in the first proviso;](c)the buy-back is or less than twenty-five per cent of the total paid-up capital and free reserves of the company:Provided that the buy-back of equity shares in any financial year shall not exceed twenty-five per cent of its total paid-up equity capital in that financial year;(d)the ratio of the debt owed by the company is not more than twice the capital and its free reserves after such buy-back:Provided that the Central Government may prescribe a higher ratio of the debt than that specified under this clause for a class or classes of companies.Explanation .-For the purposes of this clause, the expression "debt" includes all amounts of unsecured and secured debts;(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 of India in this behalf;(g)the buy-back in respect of shares or other specified securities other than those specified in clause (f) is in accordance with the guidelines as may be prescribed.
