Lal holds 1,00,000 preference shares in Luxury Ltd. (an unlisted company), wants to understand his voting rights in the Company. Advise.

As per Rule 9(2) of the Companies (Share Capital and Debentures) Rules, 2014, the voting rights of the preference shareholders are governed by the resolution passed for issuance of such preference shares in the general meeting of the company. Section 47(2) of the Companies Act, 2013 provides that: Every member of a company limited by shares and holding any preference share capital therein shall, in respect of such capital, have a right to vote only on resolutions placed before the company which directly affect the rights attached to his preference shares and, any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and his voting right on a poll shall be in proportion to his share in the paid-up preference share capital of the company: Provided further that where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.