As the name suggests Preference shows that these are the shares whose rank is above then the equity shares. It suggested that the portion of the share capital whose holders have the preferential right overpayment of dividend (fixed amount or rate) and repayment of share capital in the case of closing of the company.
Specifications of Preference Shares
If the company opts to close off their business and in repayment case then the person who owns preference shares has the right to obtain the dividend.
No Voting Rights
Preference shareholders do not enjoy the voting rights such as the owner of the equity share do. However, beneath specific conditions voting rights will indeed be open to the preference shareholders of the company in which the dividend towards the class of preference shares is not furnished for the time of 2 or exceeding than that, these divisions of the preference shareholders have the right to vote upon all the resolutions placed prior to the company.
Approach Towards Preference Share
The firm that has the share capital might provide the preference shares with respect to the mentioned conditions:
- Article of Association of the Company should permit the issuance of the preference shares.
- The authorized capital of the firm should separate into the equity share capital and the preference share capital.
- The company during the period of providing the preference shares possesses no subsisting default towards the obligation of preference shares or in payment of dividend left upon any preference shares.
- issuing these shares has been permitted through passing the specific resolution in the general meeting of the company.
The organization is providing the issuance shares will set out in the resolution, particulars towards the mentioned subject with respect to these shares such as:
- The priority towards the payment of dividend or repayment of the capital and similar for the equity shares.
- The participation in a surplus fund.
- On closing the company the participation in surplus assets and profits might leave post to repaying the whole capital.
- The payment of dividend on a cumulative or non-cumulative basis;
- The translation of preference shares into equity shares;
- The voting rights;
- The redemption of preference shares.
The explanatory statement to be annexed to the notice of the general meeting concerning section 102 will give the whole material facts to provide these shares consisting of:
- The size of the issue and the quantity of the preference shares to be provided and the nominal value of every share.
- The nature of before-mentioned shares i.e. cumulative or non – cumulative, participating or non – participating, convertible or non – convertible;
- The issue purpose
- The mode of issuance of shares;
- The price on which these shares are urged to be issued.
- The grounds upon which the price come through;
- The terms of issue, along with the terms and rate of dividend on each share, etc.
- Towards the obligation consisting of the duration of the obligation, obligation of the shares on premium and if the preference shares are convertible then the conversion facts;
- The ways and modes of the obligation;
- The present shareholding platform of the organization;
- The urged dilution in equity share capital on the conversion of the preference shares.
Modes of Issue of Preference Shares
Right Issue of Shares. [Section- 62(1)(a)]
Preferential Allotment of Shares. [Section- 62(3)(c) and Section-42]
Private Placement of Securities. [Section-42)
The Method of Providing Preference Shares Through The Right Issue
Beneath his method, the company has to provide its preference to the previous equity shareholders. Beneath this mode the procedure of issuing will be mentioned as:
- Call the board meeting
- To recognize the issuance of the preference shares upon the right basis.
- To allow the draft letter to be transmitted to the existing equity shareholders.
- To call a higher general meeting for the approval of shareholders
- Call another general meeting to take the approval of the shareholders through the special resolution
- File e-form MGT-14
- By the members to whom the offer has been delegated obtain the acceptance and renunciations of rights.
- Finalization of Allotment
- Allotment of Preference Shares by Board or Committee or Concerned Employee/office
- File e-form PAS-6
- Issue of share certificate
Needs of The Enrolled Valuer’s Report
The registered valuer’s report should not be needed for the shares right issue, however, it is needed for the case of the preferential issue.
- The convertible preference shares are issued on the grounds of preferential with a choice to apply for and get the equity shares distributed the price of the shares in pursuance of the transmission will find:
- Either upfront during the time when the officer of the convertible securities furnished on the grounds of the valuation report of the enrolled valuer provided on the stage of these offers.
Or on the time which is not older than 30 days of the date when the owner of the same security is eligible to apply for the shares upon the grounds of the valuation report of the enrolled valuer provided not older than 60 days of the date when the owner of the convertible security is eligible to apply for the shares:
- Mentioned that the firm will choose a decision upon the price of the resultant shares during the time of offering the security itself and build this disclosure in the explanatory statement.
Term of Issue of Preference Shares
Section 55(2) stated that the firm limited through the shares might provide preference shares that are subjected to be obtained in the duration of not more than 20 years from the issue date. But the company is involved in executing and dealing through the infrastructural projects might provide the preference shared for the duration of more than 20 years however not more than 30 years with respect to the redemption of the min 10% of these preference shares per annum, started from 21st year or previous on the proportionate basis, at the option of the preference shareholders.
Prohibition on Distribution of Irredeemable Preference Shares
There will be no company limited by the shares under section 55(1) that provides any preference shares which are irredeemable. Thus every preference share should be obtained according to the terms and conditions.
Amendments in Terms and Condition of Preference Shares
The circumstances of issuing of the preference shares can be amended, change, or edited with respect to the mentioned conditions:
- Towards these variations for the memorandum or articles of the company, there must be the provision.
- In the absence of these provisions in the memorandum or articles, these changes must not be particularly limited through the terms of issuing the preference shares.
- The agreement of writing the preference shareowners is not lower to three-fourth of the issued shares or through the means of the particular resolution allowed on the separate meeting of the owners of the preference shares is urged;
- If the modification by the portion of the shareholders influence the rights of the other types of shareholders the agreement of three-fourths of these classes of the shareholders will be taken and the provision of the particular section will apply to these modifications.
Improvement of Preference Shares
The organization might redeem its fully furnished preference shares with respect to which these were provided or validated post to the left approval of the preference shareholder:
- During the fixed time or on the happening of the specific event.
- any time at the company’s option
- any time at the shareholder’s option.
There will be no preference shares redeemed excluding the:
- From the profits of the company that will otherwise present for the dividend.
- From the proceeds of the newer issue of preference shares built for the goal of these redemptions.