Can Compulsory Convertible Preference Shares (CCPS) be Issued Under Right Issue?
Answer – is No
Reason: In case of issue of Preference Shares company have to comply Section 62 along with Rule 13 & Section 55 along with Rule 9, However Section 62 (1) (a) & (b) don’t restrict to follow the Right Issue process but Section 62 (1) (c ) which talk about “to any persons, if it is authorised by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b),” And Section 55 and rule 9 which is specifically deal with Issue and Redemption of Preference Shares the Rule 9 (1) (a) clearly state that “the issue of such shares has been authorized by passing a special resolution in the general meeting of the company” Means to issue Preference Shares every company have to pass special resolution and if any shares which are being issue after passing special resolution, its become necessary to comply all three section i.e. Section (42, 55 & 62) and their respective rule (14, 9 and rule 13)
Text of rule 13
’’ (1) For the purposes of clause (c) of sub-section (1) of section 62, If authorized by a special resolution passed in a general meeting, shares may be issued by any company in any manner whatsoever including by way of a preferential offer, to any persons whether or not those persons include the persons referred to in clause (a) or clause (b) of sub-section (1) of section 62 and such issue on preferential basis should also comply with conditions laid down in section 42 (private placement) of the Act: ‘’
Hence the CCPS can’t be issued Under Right Issue, and company have to follow the process Private placement and Preferential allotment
Now Company also Need to