Preference Dividend

Public limited co hav issued Compulsory convertible cummulative preference shares.

1)which authority can declare / approve preference dividend as per Co Act (board or Members)? in short preference dividend will also declare at AGM like equity and form part of NOTICE calling AGM?

Note: Artilcles of co provides that pref dividend shall be paid for each Financial year within 30 days from the date of Board of company approves the accounts for that financial year.

2)Whether co can declare higher rate of dividend than coupan rate on preference share, say co issued 5% CCCPS whether co can paid dividend @ 10% on CCCPS?

Thanks & Regards,

BHAVESH