Section 43Chapter 4

Kinds of share capital

The shareshare capital of a company limited by sharescompany limited by shares shall be of two kinds, namely:—

(a)

equity share capital—

(i)

(ii)

with differential rights as to dividenddividend, voting or otherwise in accordance with such rules as may be prescribed; and

(b)

preference share capital:

Proviso

Provided that nothing contained in this Act shall affect the rights of the preference shareholders who are entitled to participate in the proceeds of winding up before the commencement of this Act.

Explanation

For the purposes of this section,—

(i)

“equity share capital”, with reference to any company limited by shares , means all share capital which is not preference share capital;

(ii)

“preference share capital”, with reference to any company limited by shares, means that part of the issued share capital of the company which carries or would carry a preferential right with respect to—

(a)

payment of dividend, either as a fixed amount or an amount calculated at a fixed rate, which may either be free of or subject to income-tax; and

(b)

repayment, in the case of a winding up or repayment of capital, of the amount of the share capital paid-up or deemed to have been paid-up, whether or not, there is a preferential right to the payment of any fixed premium or premium on any fixed scale, specified in the memorandummemorandum or articlesarticles of the company;

(iii)

capital shall be deemed to be preference capital, notwithstanding that it is entitled to either or both of the following rights, namely:—

(a)

that in respect of dividend , in addition to the preferential rights to the amounts specified in sub-clause ( a ) of clause ( ii ), it has a right to participate, whether fully or to a limited extent, with capital not entitled to the preferential right aforesaid;

(b)

that in respect of capital, in addition to the preferential right to the repayment, on a winding up, of the amounts specified in sub-clause ( b ) of clause ( ii ), it has a right to participate, whether fully or to a limited extent, with capital not entitled to that preferential right in any surplus which may remain after the entire capital has been repaid.

Notes, amendments & references (5)

1. This section shall not apply to private company where memorandum or articles of association of the company so provides, vide notification no. G.S.R. 464 (E) dated 5th June 2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June 2017)

To view the notification, Click Here

2. This section shall not apply to shall not apply to a Specified IFSC public company, where memorandum of association or articles of association of such company provides for it)” ] Vide Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017. To view the notification Click Here

Refer rule 4 of the Companies (Share Capital and Debentures) Rules, 2014. To view the rule, Click Here