Procedure for Redemption of Redeemable Preference Shares

Aakanksha Singhal

Aakanksha Singhal

Published on: Sep 24, 2020

Khushboo Sharma

Updated on: Sep 30, 2023

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Introduction

Redemption of Preference Shares means the repayment to the shareholders of preference share capital. A company may redeem its preference shares only on the terms on which they were issued or as varied after due approval of preference shareholders and the preference shares may be redeemed

• at a fixed time or on the happening of a particular event
• any time at the company’s option or
• any time at the shareholder’s option.

Mandatory Requirements

• These shares shall be redeemed only out of the 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.
• These shares shall be redeemed only when they are fully paid.
• Where such shares are redeemed out of the profits of the company, then a sum equal to the nominal amount of the shares to be redeemed shall be transferred out of such profits to a reserve called the Capital Redemption Reserve Account.
• In case of such class of companies whose financial statement comply with the accounting standards, the premium payable on redemption shall be provided for out of the profits of the company, before the shares are redeemed. And for every other company, such premium payable on redemption shall be provided for out of the profits of the company or out of the company’s securities premium account, before such shares are redeemed.
• The premium payable on redemption of any preference shares issued on or before the commencement of this Act, shall be provided for out of the profits of the company or out of the company’s securities premium account, before such shares are redeemed.
• The Redeemable preference shares may be redeemed within a period not exceeding 20 years from their issue date subject to the prescribed conditions, in case of company limited by shares, if so authorised by its articles. However, a company engaged in the setting up and dealing with of infrastructural projects may issue preference shares for a period exceeding 20 years but not exceeding 30 years, subject to the minimum redemption of 10% of such preference shares per year from the 21st year onwards or earlier, on proportionate basis, at the option of the preference shareholders.

Following Procedure is to be followed

1. Alteration of AoA:
   The first step is to ensure that the Articles of Association (AoA) of the company (in case of company limited by shares) authenticates the issue of preference shares which are liable to be redeemed within a period not exceeding 20 years from their issue date subject to the prescribed conditions. [Refer to the Procedure for Alteration of Articles of Association (AoA) for further details]
2. Prior Intimation about Board Meeting to the Stock Exchange [Regulation 50 of the SEBI (LODR), 2015]
   • Listed entities shall give prior intimation to the stock exchange of at least two working days in advance, excluding the intimation date and the Board Meeting date, about the Board meeting in which the proposal for alteration in the form or nature of non-convertible securities that are listed on the stock exchange or in the rights or privileges of the holders thereof or alteration in the date of the interest/ dividend/ redemption payment of non-convertible securities is to be considered.
   • Listed entities shall also intimate the stock exchange not later than the commencement date of dispatch of notices, in case of proposals as referred above or for any meeting of the non-convertible securities holders pertaining to the proposal of any matter affecting the rights or interests of non-convertible securities holders.
3. Convene a Meeting of Board of Directors [As per section 173 & SS-1]
   • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
   • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
   • Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution
     • to approve redemption of redeemable preference shares out of profits of the company or out of the proceeds of fresh issue of shares.
     • to approve transfer of an amount equal to the nominal amount of shares to be redeemed to the Capital Redemption Reserve, if shares are proposed to be redeemed out of the profits of the company.
     • to approve the issue of fresh shares up to the nominal amount of the shares to be redeemed to the existing shareholders, if the redemption is to be made out of the fresh issue of shares.
     • to decide the record date pursuant to Regulation 60 of the SEBI (LODR), 2015, if company has listed its non-convertible preference shares on the stock exchange
     • to authorize CS or CFO or any director of the company to file the notice for redemption of preference shares with ROC.
     • Company which has listed its non-convertible preference shares securities on the stock exchange shall promptly inform to the stock exchange about any action taken which shall result in redemption of any non-convertible preference shares securities. [Regulation 51 of the SEBI (LODR) Regulations, 2015]
     • Company which has listed its non-convertible preference shares securities on the stock exchange shall give an advance notice of at least 7 working days, excluding the date of intimation and the record date to the stock exchange of the record date. [Regulation 60 of the SEBI (LODR) Regulations, 2015]
     • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
4. Payment of Redemption Amount
   Company shall make the payment of the redemption amount and the premium amount (if any) to the redeemable preference shareholders.
5. Relevant Entries in the Register of Members
   Company shall make necessary entries in the Register of Members in Form MGT-1 within 7 days from the date of Board Meeting in which the redemption was approved.
6. Corporate Actions
   Where the Company has allotted the redeemable preference shares in demat format, shall file necessary corporate action for the debit of preference shares from the account of shareholders.
7. File Notice for Redemption of Preference Shares
   Company shall file a notice for the redemption of preference shares with ROC in Form SH-7 within 30 days from the date of such redemption along with the following documents
   • Certified true copy of board resolution authorizing redemption of redeemable preference shares is displayed and mandatory in case of redemption of redeemable preference shares
   • Altered articles of association is mandatory in case the same are altered
   • Any other information can be provided as an optional attachment(s).
8. Transfer of Amount to Capital Redemption Reserve Account
   Where the company has redeemed the preference shares out of the profits of the company then a sum equal to nominal amount of the redeemed preference shares shall be transferred to the Capital Redemption Reserve Account (CRR).