"Shareholders democracy means the rule of shareholders, by the shareholders and for the shareholders in the corporate enterprise, to which the shareholders belong". Comment on the above and enumerate any five provisions

CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · December 2019
"Shareholders democracy means the rule of shareholders, by the shareholders and for the shareholders in the corporate enterprise, to which the shareholders belong". Comment on the above and enumerate any five provisions of the Companies Act, 2013 which demonstrate the same.

Answer & Explanation:

Democracy means the rule of people, by people and for people. In that context the shareholders democracy means the rule of shareholders, by the shareholders', and for the shareholders' in the corporate enterprise, to which the shareholders belong. Precisely it is rights to speak, congregates, and communicates with co-shareholders and to learn about what is going on in the company. Recognizing the supreme authority of the shareholders', the Companies Act, 2013 has given authority to them to appoint directors at the Annual General Meetings to direct, control, conduct and manage the business and affairs of the company. Under the Companies Act, 2013 the powers have been divided between two segments: one is the Board of Directors and the other is of shareholders. The Directors exercise their powers through meetings of Board of directors and shareholders exercise their powers through Annual General Meetings/General Meetings. Although constitutionally all the acts relating to the company can be performed in General Meetings but most of the powers are delegated to the Board by virtue of the constitutional documents of the company viz. the Memorandum and Articles of Association. The Companies Act, 2013 demarcates between the power of the directors as well as that of shareholders. The shareholders exercise their powers at the general meetings by way of ordinary/special resolutions. Some of the businesses which can be transacted at meetings of shareholders are as under: Alteration of Memorandum of Association and Articles of Association. Further issue of share capital. To transfer some portions of uncalled capital to reserve capital to be called up only in the event of winding up of the company. To reduce the share capital of the company. To shift the registered office of the company outside the state in which the registered office is situated at present. To decide a place other than the registered office of the company where the statutory books, required to be maintained may be kept. To appoint auditors. To approach Central Government for investigation into the affairs of the company. To allow Related Party Transaction. To allow a director, partner or his relative to hold office or place of profit. Payment of commission of more than 1% of the net profits of the company to a managing or a whole time director or a manager. To make loans, to extend guarantee or provide security to other companies or make investment beyond the limit specified. To borrow money and to charge out the assets of the company to secure the borrowed money. To appoint directors. To remove directors. To increase or reduce the number of directors within the limits laid down in Articles of Association. To cancel, redeem debentures etc.

Topics: Corporate Governance

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