CS Divesh Goyal

Practicing Company Secretary, Delhi

GOYAL DIVESH & ASSOCIATES

Mob: +91- 8130757966

csdiveshgoyal@gmail.com

PROCEDURE FOR ISSUE OF PREFRENCE SHARES- TABLE

SECTION- 55 & RULE-9 of the Companies (Share Capital and Debentures) Rules 2014

GOYAL DIVESH & ASSOCIATES, Practicing Company Secretary

COMPLETE PROCESS AND CONDITIONS ARE GIVEN IN

SERIES No: 37

ARTICLE SERIES NO. ------STEP VISE STEP PROCEDURE OF ISSUE OF PREFERENCE SHARES.
S. NO.
A.

B.

STEPS

Sections / Rules/ E%
E%forms/ Time Period

Call the Board Meeting

Issue Notice of Board Meeting to all the directors of

[As per Section%173(3)]

company at least 7 days before the date of Board

(For Shorter Notice of Meeting Proviso of

Meeting. Attach Agenda of Board Meeting along

Sub Section%3 of Section%173.)

with Notice.

Hold Board Meeting.

Check the quorum of Board Meeting.

[As per Section%174(1)]

Approve right issue including "letter of offer", which

[General

Meeting

as

per Section%

101(1) issue notice of General Meeting at

least 21 days before General meeting].

shall include right of renunciation also. (At Board

Meeting).

Issue Notice of General Meeting.

Authorize a director of company to issue notice of

General Meeting
C.

Hold Extra Ordinary general Meeting

Check the quorum of Meeting.(Section%103).

Present Offer Letter before the members of the

meeting.

Pass Special Resolution for issue preference of shares.

D.

File e%Form% MGT%14 with Registrar

With resolution for issue of shares u/s 179(3).

E.

Circulate Letter of Offer

(Through registered post or speed post or through

electronic mode to all the existing share %holders at
least three days before the opening of the issue.)

Offer shall be open for period Not less than 15 (fifteen)
days or not more then 30 (Thirty) days.

F.

File e%Form% MGT%14 with Registrar

File MGT%14 with Registrar within 30 days of passing of

FOR COMPLETE ARTICLE ON ISSUANCE OF PREFERENCE SHARES UNDER

COMPANIES ACT-2013 MAIL ME AT csdiveshgoyal@gmail.com

CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES

Mob: +91- 8130757966

csdiveshgoyal@gmail.com
Special Resolution.
Attachments:

Notice of General Meeting along with Explanatory
Statement.

Certified True copy of Special Resolution.

Minutes of General Meeting

Receive acceptance/renunciations/rejection of rights from members to whom offer has been

sent & also from persons in whose favour right renounced

G.

H.

Call the Board Meeting

Issue Notice of Board Meeting to all the directors of

[As per Section%173(3)]

company at least 7 days before the date of Board

(For Shorter Notice of Meeting Proviso of

Meeting. Attach Agenda of Board Meeting along

Sub Section%3 of Section%173.)

with Notice.

Hold Board Meeting

In List of allottees: Mentioning

Name, Address, occupation if any

Check the quorum of Meeting.(Section%103).

Approve allotment by passing of Board Resolution.
And present list of allottees before the Board

and number of securities allotted to
Pass resolution for Issue of share certificates.
each of the allottees and the list

Authorize to two directors and one more person for
shall be certified by the signatory of
signature on Share Certificates.
the form pas%3.

Authorize a director to file E%form PAS 3(Return of

Allotment) to ROC within 30 days of passing of
Resolution

I.

File e%Form% PAS%3 with Registrar

File PAS%3 with in 30 days of passing of resolution

{As per Section 39(4) and rule 12 of

for allotment of shares.

Companies (Prospectus and allotment

ATTACHMENT:

of Securitas) Rules, 2014.

Resolution for allotment of Shares.

List of allottees.

J.

Issue Share Certificate

As per Section% 56(4) (b)

Issue Share Certificate in form SH%1 with in 2 month

from the date of allotment of shares.

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES is a Company Secretary in Practice
from Delhi and can be contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this
document have been prepared on the basis of relevant provisions and as per the information existing at
the time of the preparation. Though utmost efforts has made to provide authentic information, it is
suggested that to have better understanding kindly cross-check the relevant sections, rules under the
Companies Act, 2013. The observations of the author are personal view and the authors do not take
responsibility of the same and this cannot be quoted before any authority without the written

FOR COMPLETE ARTICLE ON ISSUANCE OF PREFERENCE SHARES UNDER

COMPANIES ACT-2013 MAIL ME AT csdiveshgoyal@gmail.com