How preference shareholders affect company categorization

View profile for CS Sheshank Dubey

Senior Executive | Company Secretary | Columnist

Preference shareholders can influence the categorization of companies, transitioning them from subsidiaries to associates and vice versa (Section 47)   Every equity shareholder of a Co., is entitled to cast a vote on each resolution of the Co.; and the voting power of each member during a poll shall correspond to the proportion of their share in the Co's paid-up equity share capital.   Each PS in a Co. can vote only on matters that directly impact their preference shares. This includes votes on winding up or repayment or reduction of its equity or preference share capital. Their voting power in a poll is based on the amount of preference share capital they hold.   The ratio of voting rights for equity and preference shareholders will be the same as the ratio of their paid-up capital. Additionally, If the dividend for preference shares has not been paid for two years or more, the preference shareholders will have the right to vote on all company resolutions.   How the status of holding, subsidiary, and associate Co. may change over time, illustrated with examples.   XYZ Ltd. is a Co. with two shareholders: A Ltd. and B Ltd. A Ltd. possesses 4,000 equity shares, while B Ltd. holds 1,000 equity shares along with 5,000 preference shares. The total share capital of XYZ Ltd. comprises 5,000 equity shares and 5,000 preference shares.   Situation 1 – When dividend declared by the Co.. · XYZ Ltd. becomes a subsidiary Co. of A Ltd. as A Ltd. is holding more than 50% of the total voting power. · XYZ Ltd. becomes an associate Co. of B Ltd. as B Ltd is holding more than 20% of the total voting power. Situation 2 – When dividend is not declared for consecutive two years. · Where dividend is not paid to B Ltd. on the preference shares for consecutive two years, then B Ltd. will get voting powers as equity shares, thereby making B Ltd. the Holding Co. of XYZ Ltd.   For a company that possesses preference shares and is currently not declaring dividends, it is vital to keep track of compliance as well as the status of its subsidiary and associate entities. A Co. classified as a subsidiary today may later become an associate, and this transformation can occur in either direction. However, provision of Sec 47 does not apply to a private Co. if it is mentioned in its AOA.   It is essential to assess various important elements when working with this class of company, particularly in the context of investing in private organizations.   Considering the promoter's interest: if the company seeks to retain its voting power without experiencing dilution, it can revise its AOA prior to the execution of the transaction.   With respect to the interests of investors:, repayment, or reduction of if the Co's AOA feature a provision that restricts preference shareholders from obtaining voting rights after two consecutive years of not receiving dividends, investors will seek its removal before finalizing their investment in the Co. #happylearning #csstudents #companylaw #ICSI

For investors having knowledge about this section is must.

Varun Shekar

Senior Consultant at Ernst & Young

5mo

Well analysed! 👏🏽

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