CORAA

Certificate of Compliance for Share Buyback — Sec 68 Companies Act (CA Issued, Word)

A CA-issued certificate confirming a company's buyback conditions under Section 68 of the Companies Act, 2013, including the post-buyback debt-equity ratio test, computed automatically.

Free · CORAA original — SA-aligned
Updated 28 Jul 2026
Type
Certificate (not an audit opinion)
Computes
Post-buyback debt ÷ (paid-up capital + free reserves)
Statutory cap
2:1 debt-equity, 25% of capital + reserves per year
UDIN
Required on every CA certificate
Share this template
Your firm — letterhead
Appears at the top of the document as the audit firm letterhead.
Used as the letterhead block.
Engagement details
The client and period this document is for.
Statutory cap: 25% without special resolution for equity buybacks in a financial year, subject to the overall 25% of paid-up capital + free reserves cap.
What’s inside

An excerpt from the template.

CERTIFICATE OF COMPLIANCE FOR SHARE BUYBACK

This is to certify, in connection with the buyback of shares by ___ (PAN: ___) of a total consideration of ___, being ___ of paid-up capital and free reserves, the post-buyback debt-equity position, computed as set out below, based on the board resolution, offer document and books of account produced before us and the information and explanations given to us.

Post-Buyback Debt-Equity Ratio Test (Sec 68(2)(d))

We certify that, to the best of our knowledge and belief, the post-buyback debt-equity ratio computed above does not exceed 2:1 as required under Section 68(2)(d) of the Companies Act, 2013 (subject to any higher ratio separately notified for the company's class), and that the buyback does not exceed 25% of the aggregate of paid-up capital and free reserves in the financial year, per Section 68(2)(c).

↑ Excerpt only — the full template is what you download as Word
About this template

What you’re downloading, and when to use it.

This template follows the format published by the Institute of Chartered Accountants of India (ICAI) in the AASB Audit Working Paper Templates (June 2023), the authoritative reference for Indian statutory-audit documentation. Fill in your firm’s letterhead and the engagement details on the form above, click Download Word file, and you’ll get a fully formatted .docx ready to use.

Everything is generated in your browser and on a stateless API endpoint — no account, nothing stored on our servers. We’ll ask for a work email once before your first download so we can send you the file and the occasional relevant update; after that, downloads on this device are instant. Edit freely in Word, Google Docs or Pages before sending to your client.

Common questions

FAQs.

Does this certificate cover the Section 68(6) solvency declaration too?
No — the solvency declaration is a separate board declaration in Form SH-9, verified by the auditor, stating the board has made a full inquiry into the company's affairs and formed the opinion it will be able to pay its debts and remain solvent for one year after the buyback. This certificate focuses specifically on the debt-equity and quantum tests; issue the SH-9 verification as a distinct document.
Can the 2:1 debt-equity cap be exceeded?
The Central Government may, by order, notify a higher ratio for a specified class of companies. Unless the company falls within such a notified class, the 2:1 cap applies strictly — a ratio above 2:1 after the buyback means the buyback as structured does not comply, regardless of the company's actual repayment capacity.
Is free reserves the same as total reserves on the balance sheet?
No — free reserves exclude reserves not available for distribution as dividend (e.g. capital reserve arising from asset revaluation, or reserves created by statute that restrict distribution). Use the free-reserves figure as defined for dividend/buyback purposes, not the gross reserves total on the balance sheet.
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