November 2021
1. Board Meeting for Issue of Preference Shares
F Board meeting is to be necessarily conducted.
F At least 7 days’ prior notice is to be issued to all the directors.
F Agenda of such board meeting is to be attached along with the notice.
2. General Meeting, Special Resolution and Explanatory Statement
F Annual / Extra Ordinary General meeting is to be conducted
F At least 21 days’ prior notice is to be issued to all the members (Shorter Notice of not less than 7 days’ can be given, provided such clause is stated in the Article of Association (AoA) of the company).
F Special resolution is to be passed in the General Meeting:
a. For Increase in Authorized Capital (If required)
b. For Issue of Preference shares, containing following details:
F An explanatory statement needs to be annexed with notice calling general meeting it shall contain relevant facts such as:
3. Board Meeting for Allotment of Preference Shares
F Board Meeting for Allotment of Preference Shares is to be conducted for which 7 days prior notice is to be issued
4. Forms
F SH - 7: Form for Alteration of Share Capital due to Increase in Authorized Share Capital
F MGT - 14: Form for filing Special Resolution with Registrar of Companies (ROC) for (a) Increase in authorized share capital and (b) Issue of preference shares
F PAS – 5: Form for Private placement offer to be kept on records by the company, if the preference shares are issued by way of private placement
F PAS – 3: Form for allotment of Shares
5. Register of Members
F Company must maintain Register of Members in MGT-1 separately for each class of equity and preference shares held by each member.
6. Issue of Share Certificate
F Share Certificate i.e. (Form SH-1) is to be issued to the prospective preference shareholders within 2 months from date of allotment.
7. Filing Fees:
F Nominal amount of filing fees is applicable for filing different Forms with ROC.
F For Increase in Authorized Share Capital
F For Issue of Shares
Stamp Duty @ 0.10% is to be paid towards issue of Share Certificates to Preference Shareholders
Rights Issue |
Private Placement |
No need to open a separate bank for depositing the monies received on such issue |
Separate Bank A/c needs to be opened and monies received should be deposited in such A/c |
Monies received from shareholders can be immediately utilized by the company |
Monies received, can be utilized by the company only after the filing of Form PAS-3 |
Offer letter must be sent to the shareholders |
Offer letter must be sent to the shareholders |
Need to keep the renunciation document (Incase shares are renounced) |
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B. REDEMPTION OF PREFERENCE SHARES
F Preference shares shall be redeemed either out of
F Redemption is to be carried after considering the terms and conditions of issue of preference shares
F Shares which are to be redeemed, must be fully paid up.
F If the preference shares are redeemed out of reserves of the Company, then a sum equal to the nominal amount of shares is to be transferred to CRR (Capital Redemption Reserve Account)
F CRR can be utilized only for the purpose of Issue of Bonus Shares
F At present, if the preference shares are to be redeemed at premium, then such premium can be paid out of the free reserves or securities premium of the company.
F Board meeting is to be conducted.
At least 7 days’ prior notice and agenda is to be issued to all the directors.
F Form SH – 7: Form for Notice to Registrar about alteration of share capital redemption of Preference Shares
F Share Certificate is to be surrendered by the respective preference shareholder and is to be cancelled within 7 days by the company.
F Head of Income for Tax:
F Holding Period:
F Benefit of Indexation:
F Tax Rate