Section 68:

68. Company may acquire or redeem its own shares (1) Subject to subsection (5), a company shall not purchase or otherwise acquire any of its own shares except— (a) as provided under sections 69 and 70 or sections 108 to 110; (b) in the case of a private company, with the unanimous approval of all shareholders under section 272; (c) with the approval of a unanimous resolution under section 106; or (d) in accordance with an order made by the Court under this Act. (2) A company may redeem a share which is a redeemable share in accordance with sections 76 to 80 but not otherwise. (3) Where shares are acquired by a company pursuant to subsection (1) or redeemed pursuant to subsection (2), the stated capital of the class of shares so acquired or redeemed shall be decreased, or in the case of a company having par value shares, the nominal issued share capital and share premium account shall be decreased, so as to take into account the extent to which the amount received by the company as stated capital under section 7 is reduced by the company’s acquisition or redemption of its own shares. (4) A company shall not make any payment in whatever form to acquire or redeem any share issued by the company where there are reasonable grounds for believing that the company is, or would after the payment, be unable to satisfy the solvency test. (5) A company shall not acquire or redeem its own shares where, as a result of such acquisition or redemption, there would no longer be any shares on issue other than convertible or redeemable shares. (6) Except where dispensation has been granted under section 52 (5), the company shall immediately following the acquisition or redemption of shares by the company, give notice to the Registrar of the number and class of shares acquired or redeemed. (7) Where a company fails to comply with subsection (4), the company and every officer of the company who is in default shall commit an offence and shall, on conviction, be liable to a fine not exceeding 200,000 rupees. [S. 68 amended by s. 4 (d) of Act 20 of 2002 w.e.f. 10 August 2002; s. 6 (b) of Act 15 of 2006 w.e.f. 7 August 2006.]