“SURANA & SURANA INTERNATIONAL ESSAY

COMPETITION ON CORPORATE LAW, 2014”

Theme: Companies Act, 2013: A Revolutionary

Legislation or Not

Title: COMPANIES ACT, 2013- A BOON OR BANE

FOR MINORITY SHAREHOLDERS?

Author: Shikhar Agarwal

Co-author: Divya Vishvapriya

E-mail: shikhar1103@gmail.com,

divyavishvapriya@gmail.com

Postal Address: A-266/17, Aali Vihar, Sarita Vihar, New

Delhi-110076

Contact no.: +919654345372, +919971229731

College: Faculty of Law, Jamia Millia Islamia

College Address: Maulana Mohd. Ali Jauhar Marg, Jamia

Nagar, New Delhi-110025

ABSTRACT

Corporate world continues to suffer from the much prevalent disputes between shareholders.

It definitely is not a phenomenon specific to India but is and has always been a universal

problem. Allegations by the minority shareholders against the majority reverberate in

courtrooms throughout the world.

The erstwhile Companies Act, 1956, which had been in existence for over fifty years,

appeared to be somewhat ineffective at handling some of these present day challenges of a

growing industry and the interests of an increasing class of sophisticated stakeholders.

In this essay, we have encapsulated the changes in the Companies Act, 2013 that have far-

reaching implications which are set to significantly change the manner in which minority

shareholders survive in corporate India. This essay would try to answer the question whether

the new act is game changer for minority shareholders or a bitter pill for them. To aid

understanding this, squeeze-out and buy-back provisions have been highlighted along with

briefly discussed some other new provisions.

Only with the passage of time one can precisely ascertain that the substantial revamp of 1956

Act in the form of 2013 Act has set the tone for a more modern legislation which will

certainly enable growth and greater regulation of corporate sector in India.

Key Words: Companies Act, 1956, 2013, minority shareholders, squeeze-out, buy-back

COMPANIES ACT, 2013- A BOON OR BANE FOR MINORITY

SHAREHOLDERS?

A robust and thriving development sector is central to India’s quest for equitable, inclusive

and sustainable growth. India’s development sector has evolved substantially over the last

few decades and is now witnessing unprecedented interest and investments across the value

chain. With the passage of the Companies Act, 2013 (“CA 2013”) the protection for the

rights of minority shareholders has been formally introduced to the dashboard of the Boards

of Indian companies.

In times gone by, most Indian companies minority shareholders have practically and

virtually been at the clemency of the entities controlling and governing the companies.

Minority shareholders have had little or no power to influence or sway tactical and strategic

decisions of the companies in which they invest. Company management usually treat

minority shareholders with meagre or little respect even at an annual general meetings

(AGMs) and extraordinary general meetings (EGMs) of shareholders,

The majority rule has been applicable to the management of the affairs of the companies

always. Democratic decisions are made in line with the majority decision and are deemed to

be fair and justified while ignoring the minority concerns. The corporate world has adopted

this majority rule in decision making process and management of the companies. Statutory

provisions in this regard have been provided under the Companies Act, 1956 ("CA 1956"),

which is being replaced by the Companies Act, 2013 ("CA 2013").

A transaction where minority shareholders are bought by the controlling shareholders in a

publicly traded corporation, for the controller’s stock or for cash, it is a situation generally

known or recognised as ‘Freezeout’ or “Squeeze-Outs”. It is basically done to oust or

overthrow the minority shareholders from their respective positions. The only provision

which deals with minority Squeeze-Outs is section 395 of the old Act. This provision given

under Section 395 of the Act is a rarely used under which or where an acquirer company can

make an offer to shareholders of a target company and even if 9/10 th proportion of the

shareholders accept the offer, the shareholders which are remaining or left behind can be

squeezed out by simply giving them notice. However, in absence of any corresponding Rules

and Regulations dealing with Squeeze-Outs, the minority groups have only option to seek

protection from the Company Law Board (“CLB”). Nevertheless the judicial trend so far

suggests or recommends that the CLB would allow the scheme or contract and the onus to

prove or obligation otherwise shall be on the dissenting or nonconforming shareholders only

when the fairness standard is met.  The Bombay High court division bench has approved such

an arrangement scheme in the case of Sandvik Asia Limited v. Bharat Kumar Padamsi as

there was nothing contrary to law in it. It is not proper to uphold the convening of a meeting

of two classes together who falls into two different classes having different rights and interest

regarding the resolution of a meeting. Thus S.395 of the Companies Act allows squeeze out

of only the dissenting minority shareholders of a company. 

In the Sandvik Asia Ltd. case, the parent foreign company held 95.54 % of the share capital.

A scheme of reduction of capital was proposed under which the 4.46 % shares held by the

public was proposed to be bought back at Rs. 850 per share. It was claimed by the company

that 99.50 % of the shareholders approved the scheme at the meeting but the court noted that

95.54 % of the shares were held by the promoters themselves who were, in any case, not

selling their shares.

In Miheer H. Mafatlal vs. Mafatlal Industries, On January 2009, India’s capital MARKET

witnessed their biggest corporate scandal widely compared with the Enron scandal of United

States (US). The ‘Satyam scandal’ popularly known as ‘India’s Enron’, whereby 300,000

shareholders of Satyam Computer Services (now Mahindra Satyam) sued the company for

their fraudulent activity. Satyam’s founder Ramalinga Raju confessed to misstate the

accounts and the company stock. Subsequently, the shareholders claimed damages worth Rs.

5,000 crore. However, due to lack of any legal mechanisms to safeguard the interest of such

shareholders, Satyam’s shareholders were denied of their right to claim back their invested

amounts. Aiming to end this, the Indian Parliament drafted the Companies Bill, 2009 and

introduced provisions enabling such affected shareholders to file ‘class-action suit’ similar to

‘class-action suit’ prevalent in US and UK. ‘Class Action’, which is known as

‘Representative Action’, is actually a form of lawsuit where a large group of people

collectively brings a claim to the court through a representative. Similar provisions were

introduced in the Companies Bill, 2011 (Bill) pursuant to the Dr. J.J.Irani Committee Report.

Recently, the President of India has given his assent to the Bill which consequently repealed

the earlier Companies Act, 1956, with the Companies Act, 2013 (Act).

Section 236 of Company Act, 2013 seeks to protect the interests of the minority of the

minority in such squeeze out transactions and aims at plugging situations where the majority

of the minority would negotiate a higher price for themselves. First, by stipulating all squeeze

outs under Section 236 to the Exit Valuation, thereby allaying the possibility of the

shareholder holding largest block of shares dictating the exit price as in case of delisting

guidelines. Second, by Section 236(8) requiring that if 75% or more of the minority

shareholders negotiate a higher price for their shares, then such additional compensation

received by them shall be shared by them pro rata with the remaining minority shareholders.

Section 236 of the Bill seems to be a rational blend of Section 395 and Section 100 of the Act

inasmuch as it provides for squeeze outs, even though it is inherently different from Section

100 as it provides for mandatory acquisition of shares (as contemplated by Section 395) as

against extinguishment of capital (as contemplated by Section 100). Section 236 borrows

from Section 100 the concept of special majority of the shareholders as a whole, and not

majority of the minority as in case of Section 395 of the Act, and enhances the shareholder

approval threshold from 75% to 90%. In doing so it rationalises Section 395 and facilitates an

exit to the minority shareholders at a fair price without the intervention of the court. The

efficacy of Section 236 will however depend largely depend on the Exit Valuation norms that

are yet to be prescribed. Interestingly, Section 395 of the Act continues to find a place in the

Bill in the form of Section 235.

COMPARING PROVISIONS FOR MINORITY RIGHT UNDER COMPANIES ACT,

1956 AND COMPANIES ACT, 2013

1. Provisions for respite allied to oppression and mismanagement:

Section 397 talks about oppression and Section 398 talks of mismanagement in the

Companies Act,1956. The circumstances for permitting or granting relief has been indicated

only for mismanagement and not for oppression under companies act, 1956. It is not clearly

specifying to which condition or circumstance are to be included under the term oppression.

The Section given under old act of 1956 only mentions about the act of the company

prejudice to public interest or repressive to one or more than one member of the company.

But the Section 241 of the Companies Act, 2013 conglomerates both the provisions of

oppression and mismanagement as one. By this amendment, relief will be granted to both in

the circumstances of mismanagement and oppression as they are included in same provision,

where earlier only in the situation of mismanagement relief were granted.

2. Provision given under Section 245 of the Companies Act, 2013:

The new provision lays down that not only member or members but also depositor or

depositors or any class of them as the case may be, if the affairs of the company are being

conducted prejudice to the interests of the company, its members or depositors can file an

application before the Tribunal.

Thus, the Section 245 provides for the various orders which the members or the depositories

can seek, the requisite number required for filing an application and also about the particulars

the Tribunal take into account while considering an application. Henceforward, the new Act

has expanded the scope for making an application as well as provides a concrete base on

which an application can be considered and also as to what orders can be passed.

3. Buy Back of Shares

The issue of Buy-back has been dealt in the Section 68(1) of the new Act. The corresponding

provision in the old Act is Section 77A. After a evaluation of old Act and Rules as well as

new Act and Rules, it is evident or apparent that there has been no substantial or significant

change in the laws regarding buy-back. We can, after minutely examining the provision,

round about that the changes have only been in terms of (a) the procedure of odd-lots

applicable to listed stocks, has been done away with and (b) the punishment for contravening

the section has been enhanced. The old Act provided that any offer of buy-back cannot be

made within a period of 365 days reckoned from the date of the preceding offer of buy-back.

Under the new Act, this period of 365 days has been provided as one year which has to be

reckoned from the date of the closure of the preceding offer of buy-back. In addition, Rule 17

of the Companies (Share Capital and Debentures) Rules, 2014 also makes certain deviancies

from the erstwhile Private Limited Company and Unlisted Public company (Buy Back of

Securities) Rules,1999 prescribed under the old Act in respect of buy-back. These are-

1. Unlike the old Act, the new Act requires that a report addressed to the Board of

directors by the company’s auditors should state that the audited accounts on the basis

of which calculation for the purpose of buy-back is made, is not more than six months

old from the date of the Offer Document;

2. Rule 17(14) of the Companies (Share Capital and Debentures) Rules, 2014 requires

that a Certificate of Compliance in respect of buy-back of securities has to be annexed

to the return filed with the Registrar in Form No. SH.11. This Certificate of

Compliance has to be signed by two directors of the company including the managing

director, if any, certifying that the buy-back of securities has been made in

compliance with the provisions of the Act and the rules made thereunder. The above

referred prerequisite or requirement was already stated in the Company Act, 1956.

3. Class Action: 

It is very interesting to see that now, the concept of class action has been included and added

under the provision given in Section 245 which was not there in old act of 1956. Section 245,

CA 2013 has introduced the concept of class action which was non-existent in CA 1956. It

gives power and provides class action to be established against the company as well as the

auditors of the company. This class action can be filed by the minority shareholders under

Clause 16.1 of Chapter-XVI given in The Draft Companies Rules which gives the number of

members who can file an application for class action. On close reading of Section 245 of the

Companies Act, 2013, it can be seen that the intent of the section is not only to empower the

minority shareholder and/or members of the company but also the depositors. Unlike Section

399 of CA 1956 which provides for protection to only shareholder/members of the company,

Section 245 of CA 2013 also extends this protection to the class of depositors as well.

However, in the current scenario, the provision of representation of a class of members or

depositors by a particular member or depositor lacks clarity.

           

4. Reconstruction and amalgamation:

With respect to minority shareholder rights at the time of reconstruction and amalgamation of

companies, CA 1956 under Section 395 states that transfer of shares or any class of shares of

a company (transferor company) to another company (transferee company), has to be

approved by holders of atleast nine-tenths (9/10) in value of the shares whose transfer is

involved within four months after the offer has been made by the transferee company.

However, this section has seldom been used and instead recourse has been to Section 100 of

CA 1956 to eliminate the minority. Section 100 provides that the capital of the company may

be reduced in any manner whatsoever by way of a special resolution i.e. assent of seventy-

five (75%) shareholders present and voting subject to approval of the courts. This section

ignores minority shareholding to the extent that special resolution does not reflect the

intention of the minority shareholders. To counter these shortcomings, CA 2013 has provided

for Section 235 (Power to acquire shares of shareholders dissenting from scheme or contract

approved by majority) and 236 (Purchase of Minority Shareholding). Section 235 is

corresponding to Section 395 of CA 1956. CA 2013, in addition to minor improvements to

certain provisions of CA 1956 has also introduced new provisions affecting the

reconstruction and amalgamation procedures.

5. Promotion of Minority Shareholders:

The new Act of 2013 has vested power to minority shareholders in the decision making of

the corporation or company. They were neglected and were not having much power in the old

act of 1956. Company Act 2013 has sought to empower the minority shareholders in

corporate decision making also. Section 151 of the CA 2013 requires listed companies to

appoint directors elected by small shareholders, i.e. shareholders holding shares of nominal

value of not more than twenty thousand rupees (20,000/-). The Draft Companies Rules

elaborates the provision in this regard under Clause 11.5 of Chapter XI. Here, it is important

to note that small shareholders are different from the minority shareholders as small

shareholders are ascertained according to their individual shareholding which should be less

than twenty thousand rupees (20,000/-); whereas minority shareholders/shareholding is

collectively ascertained and regarded as having non-controlling stake in the company.

However, small shareholders can be included in and/or regarded as minority shareholders by

virtue of their small shareholding amounting to non-controlling stake in the company.

Thus, after comparing both Companies Act, 1956 and Companies Act,2013 it can be clinched

that the proposed and anticipated changes are very much convenient to the minorities as it

gives them clear picture for the same. However, it not only requires proper implementation

upon addressing the present lacunas but also requires instigating confidence in the minority

shareholders. Nevertheless, the effort in the new Act to empower the minority shareholders is

commendable

While empowering the minority/small shareholders in the decision making process, the CA

2013 tries to further safeguard the interest of minority shareholders through appointment of

independent directors. The 'Code of Independent Directors' provided pursuant to Section

149(8) in Schedule IV of the CA 2013, provides that independent directors shall inter alia

work towards promoting the confidence of minority shareholders.

Minority shareholders are usually unable and incapable to block or veto key resolutions at the

Annual General Meetings and Extra General Meetings, which they believe to be against their

interest, even if they vote together. They are in no position to oppose, among other things,

hefty salaries and perks paid by promoters to themselves. They are also unable to oppose

“related-party transactions,” wherein promoters carry out business transactions with entities

in which they enjoy significant ownership stakes, and where such transactions are not “arm’s

length transactions.”  Shareholders are the owners of a company and have the right to

disagree with the management if they feel that it is not acting in the best interest of the

company. However, what normally happens is that instead of contesting the management,

which runs the company on shareholders behalf, the minority shareholders prefer to sell their

shares if they think that company is not on the right track. But with increasing institutional

participation in the Indian market and some favourable changes in rule books, this is

beginning to chance. Some experts term this as the rise of shareholder activism in India. The

most recent example of shareholder activism is the visible disagreement to the proposed

move by Ambuja Cements Ltd to buy majority stake in ACC Ltd through a complex deal. As

reported in Mint on 29 July, Life Insurance Corp. of India, which holds 5.57% in the

company, is likely to vote against the proposal. Interestingly, it will be for the first time that

only minority shareholders will vote on such a proposal and promoters will not be able to

enforce a decision on them despite higher shareholding. However, under the Companies Act

2013, the picture is about to change. 

Despite the fact provisions have been in place under the Companies Act, 1956 (“CA 1956”)

to protect the interest of the minority shareholders, the minority has been incapable or

unwilling due to lack of time, recourse or capability- financial or otherwise. This has resulted

in the minority to either let the majority dominate and suppress them or squeeze them out of

the decision making process of the company and eventually the company. CA 2013 has

sought to invariably provide for protection of minority shareholders rights and can be

regarded as a game changer in the tussle between the majority and minority shareholders.

Various provisions have been introduced in CA 2013 to essentially bridge the gap towards

protection and welfare of the minority shareholders under CA 1956.1

At the moment, 'minority shareholders' are not demarcated under any law, on the other hand,

by virtue of Section 395 and Section 399 of CA 1956, minority shareholders have been set

out as ten percent (10%) of shares or minimum hundred (100) shareholders, whichever is

less, in companies with share capital; and one-fifth (1/5) of the total number of its members,

in case of companies without share capital. In general terms, minority shareholding can be

1 Akshat Sulalit, Companies Act, 2013: Rise of the Minority Shareholder, 6(II), ILJ (2013) http://www.indialawjournal.com/current_issue.html

understood or assumed to mean holding such amount of shares which does not confer control

over the company or render the shareholder with having a non-controlling interest in a

company.

Section 395 of CA 1956, with respect to minority shareholder rights at the time of

reconstruction and amalgamation of companies, states that transfer of shares or any class of

shares of a company (transferor company) to another company (transferee company), has to

be approved by holders of atleast nine-tenths (9/10) in value of the shares whose transfer is

involved within four months after the offer has been made by the transferee company. Herein

it is significant to note that approval of 90% (ninety percent) shareholders is required, which

is referred to as majority. The section further provides that within two months after the lapse

of the aforementioned four months, the transferee company shall give a notice to any

dissenting shareholders expressing its desire to acquire their shares. Herein, the term

'dissenting shareholder' is defined under Section 395(5)(a) as including shareholder who has

not assented to the scheme or contract and any shareholder who has failed or refused to

transfer his shares to the transferee company in accordance with the scheme or contract. As

the ninety percent (90%) shareholders in this section are referred to as majority, the

remaining ten percent (10%) dissenting shareholders can be referred to as minority. The

section further goes on to provide that once the notice is provided to the dissenting

shareholders, unless the dissenting shareholders make an application to the Tribunal within a

month of such notice, transferee company shall be entitled to the shares of the dissenting

shareholders and such shares shall be transferred to the transferee company. If the transferee

already owns ten percent (10%) or more of such shares then the scheme needs to be approved

by shareholders holding ninth- tenth (9/10) in value and being three-fourth (3/4) in number of

the shareholders holding such shares. In such a case, the dissenting shareholder ought to be

offered the same price as the other shareholders. However, this section has seldom been used

and instead recourse has been to Section 100 of CA 1956 to eliminate the minority. Section

100 provides that the capital of the company may be reduced in any manner whatsoever by

way of a special resolution i.e. assent of seventy-five (75%) shareholders present and voting

subject to approval of the courts. This section ignores minority shareholding to the extent that

special resolution does not reflect the intention of the minority shareholders.

To counter these shortcomings, CA 2013 has provided for Section 235 (Power to acquire

shares of shareholders dissenting from scheme or contract approved by majority) and 236

(Purchase of Minority Shareholding). Section 235 is corresponding to Section 395 of CA

1956 and provides that transfer of shares or any class of shares in the transferor company to

transferee company requires approval by the holders of not less than nine-tenths (9/10) in

value of the shares whose transfer is involved and further the transferee company may, give

notice to any dissenting shareholder that it desires to acquire his shares. Section 235 makes it

mandatory for the majority shareholders to notify the company of their intention to buy the

remaining equity shares the moment acquirer, or a person acting in concert with such

acquirer, or group of persons becomes the registered holder of ninety per cent (90%) or more

of the issued equity share capital of a company. It further provides that such shares are to be

acquired at a price determined on the basis of valuation by a ‘registered valuer’ in accordance

with such rules as may be prescribed.

Besides the above, CA 2013 has sought some more measures to upgrade the minority share

holders’ interest. Some of them are:

First, Section 151 of the CA 2013 requires listed companies to appoint directors elected by

small shareholders, i.e. shareholders holding shares of nominal value of not more than twenty

thousand rupees (INR 20,000/-).

Second, the promoter and shareholders having control of a company which has unutilized

money raised from public through prospectus and which proposes to change its objects are

required to provide an exit to the dissenting shareholders in accordance with regulations to be

specified by SEBI.

Third, where any benefit accrues to promoter, director, manager, key managerial personnel

(“KMP”), or their relatives, either directly or indirectly as a result of non-disclosure or

insufficient disclosure in the explanatory statement annexed to the notice of general meeting

then such persons shall hold such benefit in trust for the company and shall be liable to

compensate the company to the extent of the benefit received by him.

Fourth, unlike CA 1956, the CA 2013 Act provides for class action suits, which will provide

empowerment to minority stakeholders to come together and seek action against the

management, advisors and auditors of the company for any oppression or mismanagement by

filing an application in the National Company Law Tribunal (‘NCLT’) for damages or

compensation if they are of the opinion that the management or conduct of the affairs of the

company are being conducted in a manner prejudicial to their interest.2

2 Implications of Companies Act, 2013, Grant Thornton, http://gtw3.grantthornton.in/assets/Companies_Act-Governance.pdf

But another view regarding the ‘squeeze-out’ provision envisaged in Section 236 is that CA,

2013 will provide greater flexibility to the promoters/acquirer in realigning the control and

management of company as unnecessary interference from minority shareholders is removed.

This provision seems to be enabling provision to cover cases of listed company following

delisting guideline and not succeeding to acquire entire minority shareholding. According to

Business Today3, under the new law, minority shareholders will have no choice but to

surrender their shares if the company wants to buy them out. There are plenty of cases in the

courts, of companies fighting to buy out minority shareholders. Among them is Cadbury

India Ltd, which delisted in 2003. The delisting price was Rs 500 per share. Over the years,

Cadbury has raised its buy-back price to Rs 1,900. Court-appointed valuer Ernst & Young

came up with a value of Rs 2,014 per share, which was rejected by shareholders who wanted

Rs 2,500 then. Today, minority shareholders are asking for Rs 3,000 per share. The case for

capital reduction has dragged on in the Mumbai High Court, as the company and minority

shareholders have been unable to agree on the buy-back price.

Many critics of the new law argue that it favours listed multinational companies, letting them

delist easily and become 100 per cent private. In furtherance to this assessment, additional

view is that the objection to the compromise or arrangement made only by persons holding

not less than 10% of the shareholding or having outstanding debt of not less than 5% of total

outstanding debt as per the latest audited balance sheet will save the companies from being

dragged in long drawn court (NCLT under CA 2013) process by minority holders who is

holding even single share.

However, apart from these provisions, the CA 2013 contains several welcome measures to

boost management and administration activities by allowing reverse-mergers4 (also referred

to as cross-border mergers) i.e., merger of Indian companies with foreign companies, putting

in place a fast track mechanism for merger between wholly owned subsidiaries and holding

company/merger between small companies5, enhancing accountability on the part of

corporates and auditors, introducing postal ballot voting for passing resolution for

compromise and arrangement6, appointing whole-time KMPs7, announcing a new type of

3 Mahesh Nayak, Companies Bill: Boon for India Inc, Bane for Investors (August 12, 2013) http://businesstoday.intoday.in/story/new-companies-bill-buyback-india-inc-investors/1/197720.html4 Section 234 of Companies Act, 2013.5 Section 233 of Companies Act, 2013.6 Section 2(65) and 230(6) of Companies Act, 2013.7 Section 2(51) and 196 of Companies Act, 2013.

company called One-Person Company (“OPC”)8, mandating at least one woman director on

the Board for such class or classes of companies as may be prescribed9 to improve gender

diversity and constituting a Corporate Social Responsibility (CSR) Committee10 and many

more.

The hope is that the new contemporary and pragmatic legislation will bring radical changes to

the way corporate India functions. It has all the right elements. Although it is more

comprehensive and appears to be uncomplicated than its predecessor, it is still in its initial

stage of implementation and will need many more clarifications and subsidiary rules from the

law makers to make it fully operational. The 2013 Act is expected to facilitate business-

friendly corporate regulation, improve corporate governance norms, raise levels of

transparency, protect interests of investors, particularly small investors and for the first time

legislates the role of whistle-blowers. But it is clear that the new Companies Act, 2013 is a

boon to corporate India. It will be interesting to see how companies such as Cadbury use the

new law.

The answer lies not in our laws but in their execution.

8 Section 2(62) of Companies Act, 2013.9 Section 149 of Companies Act, 2013.10 Section 135 of Companies Act, 2013.

BIBLIOGRAPHY

Book referred:

CORPORATE LAWS (Taxmann Publications (P.) Ltd., August 2013).

Articles referred:

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M. Rishi Kumar Dugar, Minority Shareholders Buying Out Majority Shareholders –

An Analysis, 22(2) National law School of India Review 105 (2010).

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Sindhu Varma, India: The Companies Act 2013 - Changing India Inc. (October 30,

2013)

http://www.mondaq.com/india/x/272028/Shareholders/The+Companies+Act+2013Ch

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http://www.caclubindia.com/articles/synopsis-of-companies-act-2013-

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http://www.deloitte.com/assets/Dcom-India/Local%20Assets/Documents/

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corporate-social-responsibility-in-india.pdf

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https://www.pwc.in/en_IN/in/assets/pdfs/publications/2013/companies-act-2013-Key-

highlights-and-analysis.pdf