Money is provided by investors to early-stage, high-potential, start-up companies, and in exchange owning equity in the companies it invests in. The objective of the policy is to protect the rights of the minority shareholders and keep them updated about their rights from time to time. Individual Shareholder Right There are two kinds of rights for a member of the Company, namely Individual membership rights and corporate membership rights. However, in the current scenario, the provision of representation of a class of members or depositors by a particular member or a depositor lacks clarity. The period prescribed for a suit for damage by shareholder is 3 years as per Article 113 of the Limitation Act, 1963. In this landmark case the minority of shareholders had a claim in damage against some of the directors by reason of the fraudulent act of those directors. The corresponding section of Companies Act, 1956 is Section 439.
The Act contains the mechanism regarding organizational, financial, and managerial, all the relevant aspects of a company. The decision taken by the majority shareholders was binding on the minority. Conversion of shares Stock is the aggregate of fully paid up shares legally consolidated, portions of which aggregate may be transferred or split up into fractions of any amount, without regard to the original nominal amount of the shares. Therefore it is submitted that it is a well settled proposition of law that in case of an personal right of members, the remedy available to such a person is to approach the civil court whereas in the case of infringement of corporate membership rights the remedy lies both to the High court and the Companies court. The corresponding section of the Companies act, 1956 is S. If the members sue for relief against the company, it must, of course be made a defendant; if he seeks to enforce a corporate claim against other persons, the company must still be joined as a co-defendant so that it may be bound by the judgment, and so that it may enforce any order giving relief against the substantive defendants.
Distinction between Individual Membership Rights and Corporate Membership Rights Under Individual membership right, every shareholder has got the right to assert it in his own name. If the minority feels oppressed or prejudiced by the variation as aforesaid, then Section 107 will have to be invoked. They contribute to the equity capital, have the voting rights in every matter and are entitled to get dividend. There are several issues relating to shares that an investor should be aware of. Edited by Kanchi Kaushik R. The consent of the holders of the said shares is required to be obtained in terms of the provisions of Section 106 of the Companies Act, 1956, since the date of redemption of the said shares is being extended and dividend rates are reduced from 16% to 10%, resulting in a variation in the rights attached to the said shares.
In these rights offerings, companies grant shareholders a chance to buy new shares at a discount to the current trading price. In this article, Anchal Gandhi pursuing , Kolkata, elaborates on rights of minority shareholders under Companies Act, 2013. The appeal must be filed within 2 months of the receipt of the notice of such refusal or, where no notice has been sent by the company, within 4 months from the date on which the instrument of transfer was delivered to the company. Protection of investors means safeguard and enforcement of the rights and claims of a person in his role as an investor. Free Transferability of Securities of Public Companies Section 111A in the Companies Act, 1956 as amended by the Depositories Related Laws Amendment Act, 1997, provides as follows- The shares and debentures of a public company, whether listed or not, shall be freely transferable.
In the case of a listed company, this approval is required by means of a postal ballot. The prospectus was held to be untrue due to the omission of the fact which was necessary to appreciate the statements made in the prospectus. Powers of Directors The provisions of Companies Act and the articles of association of the company spell out rights, duties powers and responsibilities of Directors. Democratic decisions are made in line with the majority decision and are deemed to be fair and justified while ignoring the minority concerns. Such right is subject to the will of the majority. They can vote only on matters which are directly related to the rights attached to preference share capital. Upon transfer of interest where the entries would be made? Section 58A of the companies Act, 1956, as inserted by Companies Amendment Act, 1974, states that deposits should not be invited without issuing an advertisement.
Bonus share means when huge profits are accumulated and the Company with the intention to distribute these profits, instead of paying the dividends or bonus in cash, issues fully paid-up new shares to its members or applies the dividends belonging to the shareholders in payment of the unpaid value of shares already held by them. The appointment of the independent valuer is required to be appointed by the audit committee where such a committee would ensure that shareholders must have the right to approach the tribunal if the process appears to be unfair. This could adversely impact the overall investment climate in the country and slow down economic growth of the country. It was left to the majority to decide what was for the benefit of the company and whether the proceedings against the directors should be commenced or not. Let us understand the provisions of the Companies Act, 1956 the Act for short , relating to rights of shareholders. Again, there is a provision for re-materialisation at the instance of the investor. The proposed variation, being in the interest of the Company and its shareholders, is recommended for the acceptance of the members.
Firm Level Evidence For India, available at www. Multiplicity of futile suits avoided 4. Depository A depository is an organisation which holds securities like shares, debentures, bonds, government securities, mutual fund units etc. Hence, investors should be conscious of the fact that being a joint holder confers very limited rights under the Companies Act. Sale of assets at low price and non compliance of the Act.
There are certain powers which can be exercised only with the approval of the shareholders and also Central Government for eg: Sec. Removal of the managing directors, manageror any of the directors of the company. A shareholder may bring an action against a company for a wrong done to him personally or he may invoke his corporate rights. To check that the Shareholder Relationship Committee is redressing the grievance of the minority shareholders. Minority shareholders have same rights as majority shareholders in dividend policies and in accessing new security issues.
This section ignores minority shareholding to the extent that special resolution does not reflect the intention of the minority shareholders. You may modify the text to suit your purpose: To, Dear Shareholders, Re : Consent to variation of rights attached to 16% Redeemable Non-convertible Preference Shares of Rs. It further provides that such shares are to be acquired at a price determined on the basis of valuation by a registered valuer in accordance with such rules as may be prescribed. It would be worth noting in this context that sub-division of shares is not tantamount to variation. This is a very important source of funding for start ups that do not have access to capital markets. It won't have any affect till it is been approved by the court.