Sarvesh (Company Secretary) (179 Points)
26 March 2013Hello Experts,
Can any one please guide me If a Company can issue Preference Shares (Non Cumulative) with full voting rights at par with Equity Shares. Is there any restriction or prohibition under Companies Law regarding the said issue. Please share with me your valuable views on the said topic.
Thanks
VIKAS.A
(SOMETHING IS BETTER THAN NOTHING)
(1095 Points)
Replied 26 March 2013
The preference shareholders do not enjoy normal voting rights like the equity shareholders. They are, however, entitled to vote in the following two cases.
(a) When any resolution directly affecting their rights is to be passed. It is worth noting here that any resolution for winding up of the company or for the repayment or reduction of its share capital is to be regarded as a resolution directly affecting the rights of the preference shareholders and therefore they are entitled to vote on such a resolution.
(b) When the dividend due (whether declared or not) on their preference shares or part thereof has remained unpaid: (i) in the case of cumulative preference shares, for an aggregate period of not less than two years preceding the date of the meeting; and (ii) in the case of non-cumulative preference shares, either for a period of two consecutive years or for an aggregate period of not less than three years comprised in the six years ending with the expiry of the financial year immediately preceding the dale of the meeting.
It may be observed that when the dividend due on their preference shares has remained unpaid for periods specified above, the preference shareholders are entitled to vote on every resolution placed before the company at any general meeting.
The Act further provides that where a preference shareholder has a right to vote on any resolution in accordance with the provisions mentioned above, his voting right on a 'poll' shall be in the same proportion as the capital paid up in respect of preference shares bears to the total paid up equity capital of the company [Sec. 87 (2)].
It is important to note that the above provisions relating to voting rights of preference shareholders do not apply to an independent private company. Such a company can issue preference shares carrying normal voting rights or even disproportionate voting rights [Sec. 90 (2)].
therfore i think u cannt issue preference shares with voting rights.
Sarvesh
(Company Secretary)
(179 Points)
Replied 26 March 2013
But as per my thinking an Independent Private Company can issue preference shares with voting rights bcoz sections 85 to 89 are not applicable on a Private Ltd Company until or unless it is a subsidiary of a public company. Am i right?
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