This includes both Annual General Meetings and Extraordinary General Meetings, but does not extend to meetings of the company directors. However, in case of a Private Company a period shorter than 3 days may be allowed provided that such shorter notice is consented by not less than 90% of the shareholders of the Company. Ashoka Estate, 12th Floor 24 Barakhamba Road New Delhi 110 001, India Tel: +91 11 4151 5454 Fax: +91 11 4151 5318 Email: delhi khaitanco. The grounds for the application must either pertain to the affairs of the company being conducted in an oppressive manner which is prejudicial or oppressive to the interests of the company or when there a material change has taken place in the management or control of the company which shall affect the members or class of members. Shareholders may ask questions, seek clarifications and even raise objections to the actions and decisions of the management. It has, for a long time, been a common practice for investors to appoint nominee directors on the boards of their investee companies.
Investors would need to carefully consider the obligations and liabilities associated with the position of a promoter under the 2013 Act when negotiating rights and powers in a company under the shareholders agreement. Transfer of shares Shareholders of a company also hold the right to transfer their shares but this right does not include shares that have incomplete payment or the authentication of the transferee is not permitted by the board. In order to carry out this process a minimum of 10% of the total no. Restriction on the transfer or allotment of the shares of the company. The same principle was reiterated by a plethora of Indian judgments like Rajahmundry Electric Supply Corporation v. If the company is wound up, creditors will generally all need to be paid first out of any funds available.
This balance pro-rata of equity: preference gets murky when there is a class of shares with differential voting rights. However, in case of a Private Company, a period shorter than the 15 days may be allowed provided that the same is consented by not less than 90% of the shareholders of the Company. These, inter alia, include: 1. Apropos, it has been further provided the procedures for the nomination of a small shareholder director with the information to be furnished along with. Once the demand for special meeting has been placed the company has to convene the same within 21 days of such request.
Removal of the managing directors, manageror any of the directors of the company. It can be also filed in case there is any material change in the management or control of the company such as:- 1. While every care has been taken in the compilation of this information and every attempt made to present up-to-date and accurate information, we cannot guarantee that inaccuracies will not occur. 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. Rule of Majority The process of decision-making is an integral part of a corporate bodies functioning, the said process is frustrated when there is a conflict of opinion between the majority and minority shareholders whereby, the majority shareholders take decisions, not in the interests of the company but to cater to their whims and fancies gravely prejudicing the rights of minority shareholders.
At any given point in time, there should be only one active offer for each kind of security. No inference to the contrary should be drawn. In light of these changes, it may become imperative to revisit provisions in investment agreements and articles of associations of companies which have private equity investment. Earlier to the Companies Act 2013 Act , private companies could determine voting rights of equity including differential rights and preference shareholders as per their convenience, because of the Saving section 90 of old Companies Act, 1956. This restriction will impact deal structuring since almost every deal in the unlisted company space would involve sharing of information by directors or key managerial personnel or subscription or sale of shares by promoters who are normally in an executive capacity within the company.
If it has no share capital in its membership. Introduction In corporate world, all democratic decisions and management of a company are made with the majority rule which is deemed to be fair and justified. Sending of Letters of Offer: Letters of Offer shall be sent to all eligible shareholders specifying the number of shares offered. Herein it is important to note that consent of 90% ninety percent shareholders is required, which is referred to as majority. Alteration in the board of directors. Various provisions of the 2013 Act have marked a considerable departure from the extant positions under the 1956 Act.
Oppression and Mismanagement In Companies Act, 1956, the protection for the minority shareholders from oppression and mismanagement have been provided under section 397 An Application to be made to company law board for relief in cases of oppression and 398 An Application to be made to company law board for relief in cases of oppression. Ownership of the corporation entitles the shareholder to particular rights and privileges. There has been some debate on the validity of affirmative rights in favour of minority shareholders, for a company to perform certain actions. Protection of minority shareholders If a situation of unprofessional conduct or repression arises in the company the minority shareholders can exercise their right to safeguard themselves against such acts. Provisions of Section 62 of Companies Act, 2013 are mandatory for all Private companies, public companies, listed as well as unlisted companies. Affirmative vote rights in favour of investors under a shareholders agreement are meant to be an effective tool for safeguarding investment or the interest of the investors.
Organizing extraordinary general meeting An extraordinary general meeting can be convened by the board of directors of the company if the demand for the same is made by the shareholders. The Company Rule further protects the interests of small shareholder director and ensures that the small shareholder director will not retire by the rotation and shall enjoy tenure of three years. The New Act introduces a novel concept of Class Action suit which owes its conception to the Satyam scandal that broke out in 2009. This request for the meeting can only be made by shareholders holding at least 10% of remunerated capital. This dual approach towards enforcement of minority rights shall only guarantee proper administration of the corporate activities. Dhamija, Company Law and Practices, 19th edn.
It may also be concluded that the minority shareholders back in Companies Act, 1956 were not considered as a major part of the company due to suppression of the majority rules and regulations in the company. Under Section 151 of the Companies Act, 2013, listed companies are now required to appoint directors who are elected by the small shareholders i. Shareholders likewise have responsibilities that arise from their ownership of the corporation. This is especially important because affirmative voting rights exercised at the board level may lead to a potential conflict between the duties of nominee directors under section 166 and their interests as a representative of the investor. The financial information and disclosures need to be provided to shareholders in a simple format. Voting Rights when there are Shares with Differential Voting Rights There are a few subtle changes in the Companies Act, which bring about challenges in voting rights for different classes of shares and still be able to meet the requirement of balance of equity : preference in total voting rights.
This will also enable the minority shareholders to exercise their power in the company. While we hope that the rules that are to be prescribed by the government dispel some of the uncertainty created by the 2013 Act, certain provisions clearly need to be revisited by the legislature. Eligibility: Shareholders as on a particular cut-off date are eligible to participate in the Rights Issue of the Company. Joyjyoti Misra is an associate partner and Arjun Rajgopal is a senior associate at. Such appointment needs shareholder approval in the next general meeting. Although directors do not have any express liability towards the shareholders of a company under Indian law, due to the nature of their fiduciary relationship with the shareholders, under certain limited circumstances directors may be held personally liable for losses suffered by shareholders.