Shareholder Awareness Program

Welcome to our blog, our objective is to bring positive change in quality of corporate governance in Indian companies by starting shareholder activism in India!

We will be also sharing experiences on AGM, stock reports and management quality reports.

(click here to download presentation on Shareholder activism)

Small Shareholder Director (SSD) provision to Secure small shareholders interest

small shareholder director


Securing our interest by small shareholder director


Article published as on Saturday, 7th April, 2020 at 7:05 p.m.   

As we are working on Shareholder Awareness Program (SAP), our aim is to spread awareness and educate people on how to protect ourselves as minority shareholders, we can achieve this objective through a provision of Small Shareholder Director (under the sec.151 of The Indian Companies Act 2013)

As I mentioned in previous articles, the unfair treatment towards individual shareholders and also lower active participation by them.

By appointment of SSD (small shareholder director) our voices could be heard by management and we can develop active engagement between the two groups.

Let’s understand the process and benefits of appointing an SSD (small shareholder director)

Benefits


·        Small shareholder director acts as a watchdog, thus providing additional scrutiny over management.

·        It can help create better communication between the two groups.

·        It can help create better share value and right utilization of company assets.

·        Minority shareholder’s suggestion and feedback could be taken seriously.

·        Representation of minority shareholders on the board, thus better influencing decision of the board.

·        By appointing SSD, due to the first-hand information available with SSD of the company, it could warn the shareholders in cases of malpractices, thus helping minority shareholder stay better informed.

·        Can help improve corporate governance by bringing in good disclosure practices, accountability, good ethics thus improving reputation of the company.
This improved corporate governance can bring better returns to shareholders, how?

A study conducted by IIAS (Institutional investor advisory services) had scored top 100 listed corporates based on their corporate governance practices in 2016 and after 3 years returns were compared
Those companies with higher standards of corporate governance delivered better returns than benchmark Sensex.
This proves one thing that quality of management matters the most, these scores were given on various parameters.

Here is graphical report to better present the importance of good corporate governance. (here is the link to the report)
 
relation between good corporate governance and better shareholder return

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Process

Let us understand the process of appointing an SSD in brief.
A company may have SSD on its own (example- Divis labs appointed SSD in 2014, many PSU banks also appoint shareholder director.) or by nomination of shareholders.

Depositories and stock exchanges need to compulsorily have Shareholder Direcots (BSE and CDSL).

So to appoint SSD we need nomination by 1000 small shareholders (who own maximum nominal value of 20,000 INR) or 10% of such shareholders, whichever is lower ,to send notice at-least 14 days prior to general meeting with their signature along with relevant details such as

1)Name ,2)Address, 3) Number of shares held &
4) Demat Folio number.

Now the board decides to include this appointment resolution or not, in most cases board won’t object, if board rejects the proposal this itself would be a warning sign for investor, we can take action against the board under sec.241 of The Indian Companies Act 2013 (oppression of minority shareholders rights) and appeal in Company Law Tribunal.

Afterwards the resolution is put to vote, ONLY small shareholders can vote, promoters, institutions cannot vote on this particular proposed resolution.

This concludes the process of appointing SSD.
Now we are planning to form a group of minimum 1000 people so we can appoint an SSD on few companies to safeguard our interest.

To help bring a change please fill out this google form requiring your name and contact number (location is optional).


We shall reach out to you and bring a change to protect our interest as soon as possible


(Download PDF presentation by clicking here on this link )


(click here for the Details of sec.151 and sec.241 and class action suits from The Indian Companies Act)


Update as on 12th January, 2021

 

This is an update for the above mentioned plan.

 

As to appoint an SSD first we need to select in which companies we would like to appoint them, as this is would the first time where a SMALL shareholder director (SSD) would be appointed with the support of 1000 members, we have selected PSU's and MNC's, there are a total of 8 companies,

 

(Buying all 8 companies would cost approximately 2000 rupees +/- based on market rates)

 

Also we have included general information on directorship in the pdf link below, information on small shareholder director, independent director, their roles, duties, responsibilities and liabilities of those directors have also been mentioned.

Pdf link: click here to download

 

Update as on 25th July, 2023

Here is the pdf on how can companies create better shareholder value though various corporate actions (For example; increase dividend by more than 30% without affecting retained earnings using tax arbitrage)

Pdf link: click here to download

 

We'll update information as we progress further.

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