1. General Rule under Companies Act, 2013

• As per Section 47 of the Companies Act, 2013, preference shareholders generally do not have voting rights, except in limited circumstances.
  
• This distinguishes them from equity shareholders, who enjoy full voting rights on all company matters.
  
• Therefore, a Public Limited Company cannot issue preference shares with full voting rights like equity shares under normal conditions.

2. Situations Where Preference Shareholders Get Voting Rights
Preference shareholders gain voting rights, but only in restricted cases, such as:

• When the dividend on preference shares is in arrears for two or more years
  
  • In this case, preference shareholders get voting rights on all resolutions at general meetings until the arrears are cleared.
    
• On matters directly affecting their rights
  
  • For example, variation of class rights, winding up, or reduction of capital
    
  • In such cases, their approval is required through a special resolution of that class of shareholders

3. No Provision for Full-Time Voting Preference Shares

• The law does not permit issuing preference shares that inherently carry full voting rights like equity shares.
  
• Companies cannot alter this through Articles of Association or shareholder resolutions—the restrictions are statutory.
  
• Any attempt to issue fully voting preference shares would be invalid and non-compliant.

4. Convertible Preference Shares

• A company may issue convertible preference shares, which can be converted into equity shares after a fixed term.
  
• Upon conversion, such shareholders gain full voting rights as equity shareholders.
  
• Until conversion, they enjoy only limited or conditional voting rights.

5. Regulatory Oversight and Disclosure

• Issuance of preference shares (voting or non-voting) must comply with:
  
  • Section 55 of the Companies Act (rules for issue and redemption)
    
  • SEBI regulations for listed Public Companies
    
  • Mandatory filing of resolutions and allotment details with the Registrar of Companies (ROC)