Understanding The Procedure For Redemption OF Preference Shares

Understanding The Procedure For Redemption OF Preference Shares

Shareholders who own preference shares receive preferential treatment over common stock. 

They receive payments first during liquidation and have a predetermined dividend rate. 

Nonetheless, a firm occasionally needs to redeem its preference shares for various reasons. We will go over the process for redeeming preference shares in this blog.

Repurchasing or purchasing preference shares from the shareholders is referred to as the redemption of preference shares. 

Redeeming shares might be done for various reasons, including strengthening the capital structure, reorganising, or simply because the company's financial status has changed. 

Companies must adhere to a precise process to redeem their preference shares, regardless of the motivation.

Understanding Redemption of Preference Shares

When preference shares are redeemed, the shares that were issued to investors are purchased. 

Businesses may decide to redeem their preference shares for a number of reasons, including debt reduction, increased cash flow, or capital restructuring. 

Preference shares can be redeemed at par or at a premium, respectively.

  • Redemption at Par: Redemption at par refers to the purchase of the preference shares at the original issue price. After the lock-in term, which usually lasts five years from the date of issuance, expires, companies have the option of redeeming the shares. Preference shareholders must get advance notification from the corporation, and cash is used to pay the redemption amount.
  • Redemption at Premium: Buying back the preference shares at a price greater than the issue price is known as redemption at a premium. This is typically done when the company's financial performance has improved, and it wishes to reward the preferred shareholders. Nonetheless, in accordance with the 2013 Companies Act's regulations, the firm must adhere to specific guidelines when redeeming shares at a premium.

Having an effect on capital structure

The redemption of preference shares may significantly impact a corporation's capital structure. 

The organisation's capital structure describes how it finances its operations through a combination of debt and equity. 

Redeeming preference shares may alter a company's debt-to-equity ratios, which may have an impact on the company's future borrowing capacity. 

Future interest payments may be greater if a firm redeems its preference shares by issuing additional debt, which might impact its cash flow. 

However, the current shareholders' ownership interest may be diluted if a business redeems its preference shares by issuing additional equity. 

Tax implications

The redemption of preference shares can have tax implications for both the company and the shareholders. 

A firm may be required to pay capital gains tax on the premium sum if it redeems its preference shares at a premium. 

A capital gains tax may also be due by the shareholders upon the sale of their preference shares if they have held them for an extended period of time.

Benefits and drawbacks of redemption

A fair assessment of the benefits and drawbacks of redeeming preference shares might be found on the blog. 

Redeeming preference shares has the potential to increase shareholder value, lower interest costs, and increase a company's financial flexibility. 

Redeeming preference shares, however, may result in a decline in investor confidence, a reduction in the ownership interests of current shareholders, and a negative impact on the company's credit ratings.


  • More financial flexibility: Redeeming preference shares may assist businesses by releasing funds that can be utilised for different objectives, including investing in new initiatives or paying down debt.
  • Increased shareholder value: Redeeming preference shares may enhance the company's overall financial situation and raise shareholder value, which can help attract new investors and support stock prices.
  • Reduction in interest costs: Redeeming preference shares can assist corporations in lowering their interest costs, which may result in cheaper financing costs over time.

Redeeming preference shares can assist the capital structure of the firm in becoming more manageable by lowering the total number of outstanding securities.


  • Increased expenses: Redeeming preference shares could incur greater expenses such as transaction fees, legal fees, or accounting fees, which might lessen the redemption's net financial advantage.
    Redeeming preference shares may indicate to credit rating agencies that the firm is having financial problems, which may result in a lower credit rating and increased borrowing costs.
  • Reducing the company's flexibility: Redeeming preference shares may limit the company's ability to engage in future capital-raising actions like issuing new securities or the assumption of debt.
  • Reduced liquidity: When fewer securities are available for trading due to the redemption of preference shares, it may become more challenging for investors to acquire or sell shares.

Preference Share Redemption Process

The steps in the preference share redemption process are as follows:

  • Review the Memorandum of Association (MOA) and Articles of Association (AOA) (MOA)

A corporation must carefully analyse its AOA and MOA before deciding to redeem its preference shares to make sure that it is permitted to do so. The AOA and MOA will also outline the terms and circumstances for the redemption of preference shares.

  • Get the board of directors' blessing.

The corporation must request board permission after determining that its AOA and MOA permit the redemption of preference shares. The board must approve a resolution permitting the redemption of preference shares of directors.

  • Get shareholder approval

The corporation must first receive permission from the board of directors before seeking shareholder approval. The corporation must conduct a general shareholder meeting and adopt a specific resolution before it may redeem preference shares.

  • Let the stock market know

The firm must inform the exchange of its plan to redeem preference shares if its stock is listed on a stock exchange. The corporation must disclose the number of shares to be redeemed, the redemption price, and the redemption date.

  • Redemption Reserve Account Creation

If the corporation is redeeming preference shares at a premium, it must construct a Redemption Reserve Account. The business must use its profits to transfer the required sum to the account. After the redemption of preference shares, the Redemption Reserve Account must be kept open for at least two years.

  • Amount paid to shareholders

After completing the abovementioned stages, the corporation must pay the owners for the redeemed preference shares. The payment is required to be made within the time frame outlined in the AOA and MOA or in accordance with the 2013 Companies Act.

Reasons for redeeming preference shares

Some of the typical explanations for why businesses want to redeem their preference shares might be covered in the blog. 

Increasing shareholder value, lowering interest costs, increasing financial flexibility for the business, or streamlining the capital structure are a few possible motives. 

The blog can include case studies or illustrations of businesses that have redeemed their preference shares and how such transactions influenced their financial results.

Normative and legal requirements

Companies must abide by a number of legal and regulatory criteria when redeeming preference shares. 

Some of these obligations, including getting shareholder permission, according to SEBI regulations, or obeying the Companies Act of 2013, might be explained in the blog. 

The blog might also offer advice on how businesses should handle these conditions and guarantee a simple redemption process.

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Companies can benefit from the redemption of preference shares in a number of ways. 

They may be able to lower their debt and increase their cash flow. They may be able to issue more preference shares or equity shares in the future thanks to the flexibility it can give their capital structure. 

Investors, however, may also be affected by the redemption procedure. Preference shareholders risk losing their precedence in receiving payments during liquidation as well as their regular dividend payments. 

Hence, corporations must carefully consider how redemption may affect their shareholders before making a choice.

Companies must comply with all applicable laws and regulations when redeeming preference shares. 

Businesses must ensure that the redemption of preference shares is permitted under their Articles of Association (AOA) and Memorandum of Association (MOA)

If companies want to be listed on the stock exchange, they must also have the Securities and Exchange Board of India's (SEBI) clearance. 

Companies must also authorise the redemption of preference shares by a special resolution at a general meeting of the firm.

FAQs Related to Procedure for Redemption of Preference Shares

1. A corporation may redeem preference shares before the lock-in period ends.

According to the 2013 Companies Act, a corporation cannot redeem preference shares before the lock-in period expires.

2. If a corporation reports a loss, may it redeem its preference shares?

Since it must send the redemption money to a Redemption Reserve Account, a corporation cannot redeem preference shares if it makes a loss.

3. What distinguishes redemption at par from redemption at a premium?

A redemption at par entails repurchasing preference shares at the issue price, whereas a redemption at premium entails repurchasing preference shares at a premium above the issue price.

4. Does the redemption of preference shares require SEBI approval?

SEBI permission is necessary if the firm is listed on the stock exchange.

5. Can shares of preferred stock be redeemed before they mature?

Preference shares may be redeemed before maturity if the AOA and MOA permit it. The business must adhere to the correct protocol to get the shareholders' and board of directors' approval.

If you're considering buying preference shares, you should do your homework and speak with a financial counsellor to determine the best investment plan for your particular financial objectives and situation. You may also investigate numerous investment opportunities and businesses that provide preference shares, but before making any investment selections, be sure to thoroughly consider their performance history, standing in the community, and financial stability.

If you are looking for any Employee stock option plan ESOP services or consultants in Noida, Delhi, Gurgaon or anywhere in India, write to us at accounts@especia.co.in. Or Call On :(+91)-9711021268 +91-9310165114

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