SHARE CAPITAL – KINDS OF SHARES

To begin with, let us understand what we mean by shares.

Section 2 (84) of the Companies Act, 2013 defines Share.

Share means a share in the share capital of a company and includes stock. It can
also be said that share is just part of securities.

Why is Shares Issued?

Shares are issued by companies to raise money from investors who tend to invest
their money. This money is then used by companies for the development and
growth of their business.

What is Stock?

Stock is set of same category of shares put together which have same value. It is
an aggregate of fully paid up shares.

Kinds of Share Capital

Authorised Capital: Also called as Nominal or registered capital. It is the maximum
amount of capital a company can issue. It is stated in Memorandum of Association.
Issued Capital: This is part of authorized capital which is offered to public for
subscription. It cannot exceed authorized capital.
Called Up Capital: It is the amount of nominal value of shares that has been called
up by the company for payment by the subscriber towards the share.
Paid Up Capital: It is part of called up capital that the members of company or
shareholders have paid.
Reserve Capital: It is part of increased capital and/or portion of uncalled share
capital of an unlimited company which can be called only in case of winding up of
the company.
Capital Reserve: It is capital profit not available for distribution as dividend. It is
represented in balance sheet of company as Reserves and Surplus under the
heading Shareholder’s Funds.
Section 43 of the Companies Act, 2013 defines Kinds of Share Capital.
The share capital of a company limited by shares shall be of two kinds, namely:

Equity Share Capital

Equity share capital with reference to any company limited by shares means all
share capital which is not preference share capital. It refers to the portion of the
company’s money which is raised in exchange for a share of ownership in the
company.

Preference Share Capital

Preference shares are one of the special types of share capital having fixed rate of
dividend and they carry preferential rights over ordinary equity shares in sharing
of profits and also claims over assets of the firm People who buy preferential share
capital gets priority in dividend declaration and at the time of winding up they are
the first people to receive money. They have right to vote only when the matter
directly or indirectly affects them. 

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:

1. 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
 2. 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 memorandum or
articles of the company.

Distinction between Equity Share and Preference Share

Basic Equity Share Preference share

On Winding up, the equity share
capital is paid after the preference
1. Refund of
share capital is paid or equity
capital
shareholder received residual
amount.
On winding up, the preference Share capital
is paid before the Equity share capital is
paid or preference shareholder have
preference to get refund of capital over
Equity shareholders.

Dividend is paid on Equity shares

2. Right of Dividend is paid on Preference share before
after payment of dividend on
dividend payment of dividend on Equity shares.
preference shares.

No fixed rate of dividend. It is Fixed rate of dividend prescribed on the

3. Right of
decided by board of directors every face of preference shares e.g. 9% Preference
Dividend
year and vary periodically. same in this case rate of dividend is 9%.

Equity shareholder have the right to In normal course of business, preference

4. Right to vote in meeting of shareholders and shareholders do not enjoy the right to vote
Vote they elect director for managing the in the meetings of shareholders. But they
company. have it only in special circumstances

Equity share are not redeemable,

however, a company may buy back Preference share are always redeemable,
5.
its equity shares as condition now a company cannot issue irredeemable
Redemption
prescribed in section 68 of the preference shares.
Companies Act, 2013
Types OR Classes of Preference Shares
(a) With Reference to Dividend :
1. Cumulative Preference shares : Cumulative preference shares are these preference
shares, the holders of which are entitled to receive arrears of dividend before any
dividend is paid on equity shares.
 2. Non-cumulative Preference shares : Non-cumulative preference shares are those
preference share, the holders of which do not have the right to receive arrear of
divided. If no dividend is declared in any year due to any reason. Such shareholders
get nothing, nor they can claim unpaid dividend in any subsequent years.
(b) With Reference to Participation
1. Participating preference shares : such shares, in addition to the fixed preference
dividend, carry a right to participate in the surplus profit, if any, after providing
dividend at a stipulated rate to equity shareholders.
2. Non-Participating preference shares : Such shares get only a fixed rate of dividend
every year and do not have a right to participate in the surplus profit.
(c) With Reference to Convertibility
1. Convertible preference shares : are those preference shares which have the
right/option to be converted into equity shares.
2. Non-convertible preference shares : are those preference shares which do not have
the right/option to be converted into Equity shares.
(d) With Reference to Redemption
1. Redeemable preference shares : are those preference shares the amount of which
can be redeemed by the company at the time specified for their repayment or
earlier.
2. Irredeemable preference shares : are those preference shares the amount of which
cannot be refunded by the company unless the company is wound up. Now a
company cannot issue irredeemable preference shares.