Shareholder activism is strengthened due to recent changes in corporate laws including the Company Act, 2013. These laws empowered the minority shareholders, which in turn, have protected them and empowered them to prese

CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · December 2023
Shareholder activism is strengthened due to recent changes in corporate laws including the Company Act, 2013. These laws empowered the minority shareholders, which in turn, have protected them and empowered them to present their viewpoints to the Board of Directors and more actively protect their interest. Highlight the factors that have played pivotal role in fostering shareholder activism in India.

Answer & Explanation:

The following factors have played a pivotal role in fostering shareholder activism in India: Electronic Voting: With the dawn of electronic age, where the distances around the world have been compressed by the use of internet, the Companies Act, 2013 has acknowledged the need to bring the advantage of technology to voting system of companies in order to enable the shareholders to be active in the decision making of the company. Through e-voting, a shareholder can vote on the resolutions of a meeting without even being present at the general meeting, from a remote location. Section 108 of Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 empowers Central Government to prescribe the class or classes of companies and the manner in which a member may exercise his right to vote by the electronic means. The process of e-voting has given due recognition to the corporate democracy, as it has widened the participation of maximum shareholders in the voting process. Inception of e-voting, has provided an opportunity to the shareholders residing in far-flung areas to participate in the decision-making process of the company. They may or may not attend the meeting in person. Boards in their fiduciary capacity are now looked upon for higher accountability and transparency for the effectiveness of their overall governance process. In this direction, e-voting can be said to have engendered corporate democracy. SEBI Regulations: Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , provides that the listed entity shall provide the facility of remote e-voting to its shareholders, in respect of all shareholders, resolutions. Further the listed entity shall submit to the stock exchange, within 48 of conclusion of its General Meeting the details regarding the voting results in the prescribed format. The e-Voting platform aims to improve transparency and Corporate Governance standards and also helps in reducing the administrative cost associated with Postal Ballot while facilitating declaration of results immediately after the close of the voting. Approval of Related Party Transaction by Shareholders: As per section 188 of the Companies Act, 2013 the consent of the Board of Directors given by a resolution at a meeting of the Board is mandatory for a company to enter into any contract or arrangement with a related party. However, it has been provided that nothing in section 188(1) shall apply to any transactions entered into by the company in its ordinary course of business other than transactions which are not on an arm's length basis. It has also been Provided that no contract or arrangement, in the case of a company having a paid-up share capital of not less than such amount, or transactions exceeding such sums, as may be prescribed, shall be entered into except with the prior approval of the company by a resolution of Shareholders.

Topics: Corporate Governance

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