Disclaimer
This article is for general informational and educational purposes only. It does not constitute legal, financial, or professional advice. While every effort has been made to ensure accuracy based on the Companies Act, 2013 and Rules thereunder as amended up to March 2026, laws and regulations are subject to change. Readers are advised to consult a qualified Chartered Accountant, Company Secretary, or legal professional before acting on any information contained herein. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability or responsibility for any loss, damage, or consequence arising from the use of or reliance on the information provided in this article. The sample drafts, resolutions, and templates provided are illustrative in nature and must be customized to the specific facts and circumstances of each case before use. Use of any draft or template from this article is entirely at the reader's own risk and discretion.What Is Form SH-11?
Form SH-11 is an electronic form prescribed under the Companies Act, 2013 for the purpose of Return of buyback of securities. It is mandatory to file this form with the Registrar of Companies (ROC) through the MCA V3 Portal within the prescribed timeline.
| Parameter | Details |
|---|---|
| Form Number | SH-11 |
| Purpose | Return of buyback of securities |
| Applicable Section | Section 68(10) |
| Filing Deadline | Within 30 days of completion of buyback |
| Portal | MCA V3 Portal (mca.gov.in) -- Business User Login only |
| Late Filing Fee | Rs. 100 per day of delay (no maximum cap) |
V3 Portal Mandatory
Since 14th July 2025, Form SH-11 can only be filed on the MCA V3 Portal. The V2 portal has been permanently discontinued. Ensure your Business User account is active, DSC is associated, and DIR-3 KYC is current.When Must This Form Be Filed?
Form SH-11 must be filed under Section 68(10) of the Companies Act, 2013. The filing deadline is Within 30 days of completion of buyback from the date of the relevant event or transaction.
Failure to file within the prescribed period attracts additional fees of Rs. 100 per day of delay with no upper cap. For delays exceeding 270 days, condonation from NCLT may be required, involving significant additional legal expense.
Documents and Attachments Required
- Certified true copy of Board Resolution / Special Resolution authorizing the filing
- All supporting documents as prescribed in the form instructions
- Proof documents as applicable (NOC, consent letters, declarations)
- Any order of court/NCLT/Central Government (if applicable)
- Explanatory statement under Section 102 (if shareholder approval was required)
Attachment Tips
All attachments must be in PDF format, clearly legible, properly signed and stamped. Individual file size should not exceed 6 MB. Name files clearly (e.g., "Board_Resolution_15Mar2026.pdf"). Improperly attached documents are a leading cause of rejection.Step-by-Step Filing Process
Login to MCA V3
Go to mca.gov.in > Login as Business User. Ensure DSC is registered and DIR-3 KYC is current.
Navigate to Form SH-11
Go to MCA Services > Filing Related Services > Company e-Forms > Search for SH-11.
Enter CIN and Verify
Enter your CIN. System auto-populates company details. Verify all pre-filled data carefully.
Fill All Fields
Complete all mandatory and optional fields. Enter dates in DD/MM/YYYY format. Cross-check DINs, amounts, and section references.
Attach Documents
Upload Board Resolution and all required attachments in PDF format within size limits.
Run Pre-Scrutiny
Click Pre-Scrutiny to validate. Fix any flagged errors before proceeding.
Affix DSC
Authorized director must sign with DSC. Practicing professional (CA/CS/CWA) must also sign where required.
Pay and Submit
Pay government fees online (card/net banking). Note the SRN for tracking. Track status via MCA Services > Track SRN.
Sample Board Resolution
The following is an illustrative Board Resolution. It must be customized to your company's specific circumstances and reviewed by a qualified professional before use.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS]
RESOLVED THAT pursuant to the provisions of Section 68(10) of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company hereby approves and authorizes the filing of Form SH-11 with the Registrar of Companies, [State/Jurisdiction], for the purpose of return of buyback of securities.
RESOLVED FURTHER THAT Mr./Ms. [Name of Director], Director of the Company (DIN: [DIN Number]), be and is hereby authorized to digitally sign and file Form SH-11 on the MCA V3 Portal and to execute all documents, declarations, and forms as may be necessary, and to do all such acts, deeds, matters, and things as may be considered necessary, desirable, or expedient in connection therewith, for and on behalf of the Company.
RESOLVED FURTHER THAT M/s. [Name of CA/CS Firm], Chartered Accountants/Company Secretaries in Practice (Membership No./COP No. [Number]), be and are hereby authorized to certify and sign Form SH-11 as the Practicing Professional, as required under the applicable Rules.
Certified that the above is a true copy of the resolution passed at the Board Meeting of the Company.
For [Company Name]
[Name]
Director
DIN: [Number]
Date: [Date]
Place: [City]
Disclaimer on Draft
The above resolution is provided solely for reference and general informational purposes. It does not constitute legal, professional, or advisory services of any kind. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability for any loss or damage arising from the use of or reliance on this draft. Users must obtain independent professional advice and customize the resolution to their specific circumstances.Government Fees
| Authorized Capital | Normal Fee | Additional Fee (Late) |
|---|---|---|
| Up to Rs. 1,00,000 | Rs. 200 | Rs. 100/day |
| Rs. 1,00,001 to Rs. 5,00,000 | Rs. 300 | Rs. 100/day |
| Rs. 5,00,001 to Rs. 25,00,000 | Rs. 400 | Rs. 100/day |
| Rs. 25,00,001 to Rs. 1,00,00,000 | Rs. 500 | Rs. 100/day |
| Above Rs. 1,00,00,000 | Rs. 600 | Rs. 100/day |
Common Rejection Reasons
- DSC not associated with V3 profile: Register your DSC under Business User account before filing.
- DIN deactivated due to KYC non-compliance: Complete DIR-3 KYC/DIR-3 KYC-WEB before attempting any filing.
- Incorrect section/rule reference: Double-check the applicable section and rule in the form.
- Attachment missing or illegible: Ensure all mandatory attachments are uploaded in clear PDF format.
- Pre-scrutiny errors not resolved: Run pre-scrutiny and fix ALL flagged issues before submission.
- Fees not paid / payment failure: Use only online payment (card/net banking). Keep transaction receipt.
- Mismatch with master data: If company details have changed, update master data first through appropriate forms.
Penalties for Non-Filing
| Default | Company | Officers |
|---|---|---|
| Late filing | Rs. 100/day additional fee | May face proportionate penalty |
| Non-filing beyond 270 days | NCLT condonation required | Director disqualification risk |
| False statement in form | Rs. 1 lakh to Rs. 10 lakh | Imprisonment up to 6 months |
Get Expert Help
our team handles complete ROC filing -- from Board Resolution drafting to form submission and query resolution. 99% first-attempt approval rate. Contact or visit taxclue.in.Disclaimer
This article is for general informational and educational purposes only. It does not constitute legal, financial, or professional advice. While every effort has been made to ensure accuracy based on the Companies Act, 2013 and Rules thereunder as amended up to March 2026, laws and regulations are subject to change. Readers are advised to consult a qualified Chartered Accountant, Company Secretary, or legal professional before acting on any information contained herein. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability or responsibility for any loss, damage, or consequence arising from the use of or reliance on the information provided in this article. The sample drafts, resolutions, and templates provided are illustrative in nature and must be customized to the specific facts and circumstances of each case before use. Use of any draft or template from this article is entirely at the reader's own risk and discretion.