There are various forms for distribution of dividend. They are cash dividend, scrip dividend, property dividend, share re-purchase and stock dividend etc., Share re-purchase which is also called buy back of the company is a form of payment of dividend. To elaborate on the meaning, advantages and also the legal procedures to be followed by companies in India to re-purchase their shares is the main objective of this article. Particularly, it analyses the regulatory frame work of Indian buy back starting from the year 1998. Various provisions related to buy back of shares of the old Indian Companies Act, 1956 (ie., Sections 77A, 77AA & 77AB) and the new Companies Act, 2013(ie., Sections 68, 69 & 70) and the Securities Exchange Board of India (SEBI) Regulations, 1998& 2013 were also viewed for thispurpose.