List out the check points to be observed by Company Secretary in practice while conducting the Secretarial Audit with regard to issue and redemption of preference share under section 55 of the Companies Act, 2013.

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2021
List out the check points to be observed by Company Secretary in practice while conducting the Secretarial Audit with regard to issue and redemption of preference share under section 55 of the Companies Act, 2013.

Answer & Explanation:

Issue and redemption of preference shares (Section 55) - Checkpoints: A company is authorized by its articles to issue preference shares. The issue of preference shares has been authorized by passing a special resolution in the general meeting of the company. The company, at the time of such issue of preference shares has no subsisting default in the redemption of preference shares issued either before or after the commencement of the Act or in payment of dividend due on any preference shares. The special resolution passed for issued of preference shares was set out the following matters relating to preference shares: priority with respect to payment of dividend or repayment of capital vis-à-vis equity shares; participation in surplus dividend; participation in surplus assets and profits, on winding-up which may remain after the entire capital has been repaid; payment of dividend on cumulative or non-cumulative basis. conversion of preference shares into equity shares. voting rights; redemption of preference shares. Check whether explanatory statement contains complete material facts and other disclosure as per rule 9 Companies (Share Capital and Debentures) Rules, 2014. Check whether the company intending to list its preference shares on a recognized stock exchange issued such shares in accordance with the regulations made by the Securities and Exchange Board of India in this behalf. Check whether the company redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of such redemption. Check whether such shares were fully paid-up before redemption. Check whether Capital Redemption Reserve (CRR) was created equal to the nominal values of shares redeemed, in case redemption was done out of profits of the company. Check in case the company was unable to redeem the any preference shares or pay the dividend, further preference shares were issued equal to the amount due, with the permission of the National Company Law Tribunal (NCLT).

Topics: Companies Act, 2013

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