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Microlesson · 5-min read

Redemption of Preference Shares (Section 55)

# Redemption of Preference Shares (Section 55)

## Key Rule: No Irredeemable Preference Shares

A company cannot issue irredeemable preference shares. All preference shares must be redeemable within a maximum period.

## Sources of Redemption

Preference shares can be redeemed only out of:

1. Profits of the company which would otherwise be available for dividend, or

2. Proceeds of a fresh issue of shares (equity or preference) made specifically for the purpose of redemption.

> The shares to be redeemed must be fully paid-up.

## Source of Premium Payable on Redemption

The treatment depends on the type of company:

### Prescribed Companies (whose FS comply with AS u/s 133)

Premium on redemption must be provided only out of profits of the company.

### Other Companies

Premium on redemption can be provided out of:

  • Profits of the company, OR
  • Securities premium account.

## Quick Summary Table

ElementSource Permitted
Face value redemptionProfits OR Fresh issue proceeds
Premium (prescribed cos.)Profits only
Premium (other cos.)Profits OR Securities Premium

## Linked Provision: CRR

If preference shares are redeemed out of profits, a sum equal to the nominal value of the shares redeemed must be transferred to the Capital Redemption Reserve (CRR).

Worked example

### Example 1

Example: XYZ Ltd. (a prescribed company whose FS comply with AS u/s 133) wants to redeem 1,000 preference shares of ₹100 each at a premium of ₹20 per share. It has profits of ₹1,50,000 and securities premium of ₹50,000.

Analysis:

  • Face value redemption (₹1,00,000): Can be from profits or fresh issue proceeds → use profits.
  • Premium (₹20,000): Must be from profits only (prescribed company) — securities premium CANNOT be used.
  • Transfer to CRR: ₹1,00,000 (nominal value of shares redeemed out of profits).

⚠️ Common exam mistakes

  • Confusing the source for face value (profits OR fresh issue) vs. source for premium (profits OR securities premium for non-prescribed cos.).
  • Using securities premium to pay the premium on redemption for PRESCRIBED companies — not allowed.
  • Forgetting to transfer the nominal value to CRR when redemption is out of profits.
  • Trying to redeem partly paid preference shares — they must be fully paid-up first.
Bare-Act text Section 55 · Companies Act, 2013 · click to expand
Section 55 of the Companies Act, 2013 deals with the issue and redemption of preference shares. No company can issue irredeemable preference shares. Preference shares shall be redeemed only out of profits of the company available for dividend or out of proceeds of a fresh issue of shares made for the purposes of such redemption.
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