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Unit 1: Share Capital – Issue of Shares




            1.   Preference Shares: According to Section 85, preference shares are those shares which enjoy  Notes
                 the following two rights:
                 (a)  Right to receive dividend at a fixed rate  before any  dividend is  paid to  equity
                     shareholders.
                 (b)  Right to receive repayment of capital in the event of winding up, before the capital
                     of equity shareholders is returned.

                !

              Caution In any condition, a preference shareholder cannot compel the company to pay his
              dividend. He can only prevent the company from paying dividend to equity shareholders
              without his  dividend being paid first.  In  addition to these two  preferential rights, a
              preferential shareholder may carry some other rights. On the basis of additional rights,
              preference shares can be classified as under:
              (i)  Cumulative vs. Non-Cumulative Preference Share: There is however, no obligation to
                  pay until dividend is declared. The arrears of dividend are therefore, shown at the
                  footnote of balance sheet as  contingent liabilities only. Non-cumulative preference
                  shareholders are entitled to take a fixed dividend only out of the profit each year. If in
                  any year, due to shortage of profit, dividend is not paid to them, there will be no
                  accumulation for unpaid dividend. The unpaid balance of dividend will automatically
                  lapse.
              (ii) Redeemable vs Irredeemable Preference Share: Redeemable Preference Share is that
                  share whose amount is returned by the company to the shareholder within the lifetime
                  of the company as per the provisions of Section 80 and Section 80A of the Companies
                  Act 1956. The amount of irredeemable preference share can be returned only when
                  the company is wound up. After the commencement of the Companies (Amendment)
                  Act 1988, no company limited by shares  can issue any preference  share which is
                  irredeemable. The Act also provides for the redemption of such shares issued prior to
                  the amendment of the Act in 1988.

              (iii) Participating vs Non-participating Preference Share: Participating preference shares
                  are those  shares that carry the right of sharing profit  left after paying equity and
                  preference dividend at a stipulated rates. The preference shareholders may also be
                  extended to participate in the surplus assets available at the time of liquidation after
                  paying off all equity shareholders. Non-participating preference  shares are  those
                  shares which do not carry the right of sharing in the surplus profit after paying a
                  certain rate of dividend to equity shareholders. These are entitled to receive only the
                  fixed rate of dividend. Preference shares are assumed to be non-participating.

              (iv) Convertible vs Non-convertible Preference Shares: Convertible preference shares are
                  those which have the right to get them converted into equity shares.  When such a
                  right does not exist, those are called non-convertible prudential shares.



              Did u know? Cumulative preference shareholders are entitled to a dividend at a stipulated
              rate. If the current year’s profit are not sufficient, such dividend will be accumulated and
              will be payable out of future profit. All the arrears of dividend on these shares must be
              paid before the equity shareholders can participate in the profit.





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