Adira Ltd. wants to issue preference shares. As a Company Secretary, what are the points you would examine for this purpose? Explain briefly.

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2016
Adira Ltd. wants to issue preference shares. As a Company Secretary, what are the points you would examine for this purpose? Explain briefly.

Answer & Explanation:

As a Company Secretary of Adira Ltd., the following points should be examined for issue of preference shares: The company is authorized by its articles to issue preference shares; There is sufficient authorized capital to issue preference shares; 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; Shares are redeemable within 20 years (30 years in case of infrastructure companies); The issue of preference shares has been authorized by passing a special resolution in the general meeting of the company; The resolution has set out the following matters relating to preference shares: priority with respect to payment of dividend or repayment of capital vis-a-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.

Topics: Capital Structure

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