Preference and Equity Capital


What is Preference Capital?

Definition and Basic Features

Types of Preference Shares

Cumulative vs. Non-Cumulative

  • Cumulative: If the company skips a dividend, it accumulates and must be paid later.

  • Non-Cumulative: If you miss it, it’s gone forever. No carry-forward.

Convertible vs. Non-Convertible

  • Convertible: Can be converted into equity shares after a certain period.

  • Non-Convertible: Always stay as preference shares.

Participating vs. Non-Participating

  • Participating: Get fixed dividends + extra profits if available.

  • Non-Participating: Only fixed dividends, nothing more.

Rights and Benefits of Preference Shareholders

  • Priority over equity shareholders during dividend distribution.

  • Fixed dividend rate.

  • Preference in capital repayment on liquidation.

Limitations of Preference Capital

  • No voting rights (except in special cases).

  • Limited upside potential compared to equity.

  • Seen as semi-debt by investors.

Equity Capital:

  • Represents ownership: Equity shareholders are considered part owners of the company. The number of shares owned determines the ownership stake.
  • Voting rights: Equity shareholders have voting rights on crucial matters like electing the board of directors and approving major business decisions. This allows them to influence the company’s direction.
  • Dividend payouts: Equity shareholders receive dividends, a portion of the company’s profits, if and when declared by the board. However, dividend payouts are not guaranteed.
  • Profit potential: Equity shareholders enjoy the potential for higher returns if the company performs well and its stock price increases.
  • Higher risk: Equity capital is considered riskier because shareholders are last in line to receive payment if the company dissolves. They only receive any remaining assets after all debts and obligations are settled.

Preference Capital:

  • Priority over dividends: Preference shareholders have a preferential right to receive dividends before any dividends are paid to equity shareholders. The dividend rate is usually fixed.
  • Limited or no voting rights: Preference shareholders typically have limited or no voting rights on company matters. They don’t have a say in management decisions.
  • Priority in liquidation: In the event of company liquidation, preference shareholders have priority over equity shareholders in receiving their capital investment back. However, they rank behind debt holders.
  • Stable income: Preference shares offer a more predictable income stream due to the fixed dividend.
  • Lower potential for capital appreciation: Preference shares typically have lower potential for growth in share price compared to equity shares.

Choosing Between Preference and Equity Capital:

The choice between preference and equity capital depends on the company’s needs and the investor’s risk tolerance:

  • Companies: Companies might issue preference shares to attract investors seeking a steady income without diluting ownership control (voting rights). Equity capital is ideal for raising funds when future growth prospects are high.
  • Investors: Investors with a lower risk appetite might prefer preference shares for their fixed income and priority in repayment. Equity shares are suitable for investors seeking potential for high returns and a role in company decisions, but they come with higher risk.

When is Equity Capital the Better Choice?

Scenarios Favoring Equity

  • For startups, equity is ideal since early revenues might not support fixed dividend payouts.

  • When businesses are scaling fast and want investor participation in growth.

Startups and High-Growth Companies

Equity capital is their oxygen. From Flipkart to Zomato, every unicorn started by diluting equity.


How Investors View Preference vs. Equity Capital

Risk Appetite and Investment Goals

  • Conservative investors prefer preference shares for regular income.

  • Aggressive investors go for equity to tap into capital appreciation.

Short-term vs. Long-term Investing

  • Preference: Short to medium term with predictable returns.

  • Equity: Long-term wealth building.


Tax Implications of Preference and Equity Capital

For Companies

  • Equity: Dividends are paid out of post-tax profits.

  • Preference: Treated similarly, but the perception may vary based on convertibility.

For Investors

  • Dividends taxed based on individual slab.

  • Long-term capital gains from equity enjoy tax benefits.


Impact on Financial Statements

Balance Sheet Position

  • Equity shows under Share Capital.

  • Preference also under Share Capital but often in a separate category.

Earnings Per Share (EPS) Considerations

Preference dividends are deducted before calculating EPS, affecting reported earnings.


Preference and Equity Capital in India

Legal Framework

  • Governed by the Companies Act, 2013.

  • SEBI and RBI regulations also apply in special cases.

Trends in the Indian Market

  • Rise in convertible preference shares.

  • Equity financing remains dominant for startups and listed firms.


Global Perspective on Capital Structure

Western Markets

  • Preference shares are less common in the US but still used by big corporations like Ford and Bank of America.

Emerging Economies

  • Increasing use of hybrid instruments blending preference and equity features.


Myths About Preference and Equity Capital

Debunking Common Misconceptions

  • “Preference shares are risk-free” — Not true; they carry business risk.

  • “Equity holders always get dividends” — Only if profits allow.

  • “Only big companies use preference shares” — SMEs use them too!


How to Invest in Preference or Equity Shares

Platforms and Brokers

  • Available on platforms like Zerodha, Groww, and traditional brokers.

Things to Consider

  • Company fundamentals

  • Dividend history

  • Liquidity of shares


The Future of Business Financing

Rise of Hybrid Instruments

Instruments like convertible debentures and preference shares with equity options are getting popular.

Investor Sentiment Trends

Investors today prefer a balanced portfolio — combining equity for growth and preference shares for income.


Conclusion


FAQs

1. Can preference shares be traded like equity shares?

Yes, if they are listed, they can be bought and sold on the stock exchange.

2. Which is safer — preference or equity capital?

Preference shares are relatively safer due to fixed dividends and priority in liquidation.

3. Do startups issue preference shares?

Yes, especially convertible ones to attract early-stage investors.

4. Are dividends from preference shares guaranteed?

Not guaranteed, but usually fixed — subject to company profitability.

5. How do I choose between preference and equity as an investor?

Depends on your goals — go for preference if you want regular income, equity for long-term gains.

By understanding the characteristics of preference and equity capital, companies can make informed financing decisions, and investors can choose the share type that best aligns with their financial goals.