Annual general meetings of listed companies may turn out to be dull affairs from now on, without the drama, glamour, emotion and sentiment that come with minority shareholder participation.
Thanks to SEBI’s new requirement on e-voting, minority shareholders in such companies may henceforth not have a voice, literally, in the resolutions moved at annual general meetings. Such shareholders may unwittingly face the brunt of SEBI’s enthusiasm to mandate e-voting so as to widen shareholder participation.
Recently, as part of changes to the listing agreement, SEBI had mandated that the e-voting facility be provided to all resolutions that are passed at general meetings or through postal ballots.
The listing agreement has been changed to align it with the new company law.
Choosing to interpret this diktat by the capital market regulator on e-voting technically, most listed companies may avoid having discussions by shareholders at the AGMs, say corporate observers.
India Inc may prefer to conform to the new regulatory framework through e-voting rather than by allowing discussions at the general meeting, they fear.
This may be the approach even on matters of ordinary business — appointment of an auditor, directors, passage of financial statements, declaration of a dividend — where the new company law stipulates passage of resolution at the venue of the meeting in front of an assembly of shareholders.
SEBI’s move could reduce AGMs to a mechanical process of casting and counting votes, said SN Ananthasubramanian, a practising company secretary.
“Barring enlightened companies which provide shareholders an opportunity to voice their views, most listed companies may prefer refraining from any discussion and just go for e-voting to ensure technical compliance,” he said.
In addition, stock exchanges will have to devise systems to monitor shareholder approvals seamlessly.
No show of hands In the case of listed companies and entities with over 1,000 shareholders, resolutions cannot now be passed at annual general meetings through a show of hands.
This, in turn, makes conduct of a poll mandatory in such companies, to pass resolutions.
It also needs to be noted that in a show of hands, the principle of one hand, one vote is the norm, whereas in both e-voting and in a poll, the principle is one share, one vote.
Harvinder Singh, a partner at HSA Legal, said that the company law had been poorly drafted. “Earlier you had the opportunity to listen to the management whenever resolutions were passed through a show of hands. Now, that won’t be the case.”
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