Please find below the desired resolution for a listed company. Change it according to your requirement:
Board Resolution for redemption of Preference Shares
RESOLVED THAT pursuant to the provisions of section 80 of the Companies Act, 1956 1,00,000 12% Cumulative Redeemable Preference Shares of Rs 100 each aggregating to Rs 1,00,00,000 be redeemed out of the current years profits on 31st May, 2008, the due date of redemption, by surrender of shares by the shareholders thereof. RESOLVED FURTHER THAT the Register of members relating to 1,00,000 12% Cumulative Redeemable Preference Shares of Rs 100 each and the Share Transfer books be closed from _______ to _______ (both days inclusive) and the notice thereof be duly given by the Company Secretary to the stock exchanges and in the newspaper by way of an advertisement.
Specimen of notice to be published in newspaper for proposed redemption of preference shares
Notice is hereby given that the company will redeem 1,00,000 12% Redeemable Cumulative Preference Shares on ............. Shareholders are requested to deposit their share certificates in respect of these shares on or before ................. at the registered office of the company at ............... to enable the company to make the payment in respect thereof. The Share Transfer Register in respect of 1,00,000 12% redeemable cumulative preference shares and the register of members will remain closed from ................. to ................... (both days inclusive) for the aforesaid purpose. Notices have already been forwarded to the shareholders individually. By Order of the Board For ABC Ltd. Company Secretary
18 August 2009
Period for redemption of preference shares Section 80(5A) of the Act provides that w.e.f. 1-3-1997, a company cannot issue preference shares which is irredeemable or redeemable after the expiry period of 20 years from the date of its issue. If a company fails to comply with the provisions of section 80A, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to Rs. 10,000 for every day during which such default continues and every officer of the company in default shall be punishable for a term which may extend to 3 years and shall also be liable to fine.
Requirement for redemption of shares Section 80(1) provides conditions for redemption of preference share which has to be complied with by a company (Appendix 4 & 5):— (1) The preference shares shall be redeemed out of profits of the company which would otherwise be available for distribution as dividend or out of the proceeds of a fresh issue of shares made for the purpose of redemption. (2) Only fully paid preference shares shall be redeemed. (3) The premium, if any, payable on redemption shall be provided out of profits or out of the company's security premium account, before the shares are redeemed. (4) Where any preference shares are redeemed out of profits, a sum equivalent to the nominal value of the shares redeemed shall be transferred to the capital redemption reserve fund.
18 August 2009
Actually the company has not having profit for redemption but company redeemed it as per bks of account still the roc procedure is pending so tell me wht should i do? I wnt to inform for ROC about redemption. Its a private Limited company.
CAclubindia
