Tell Shareholder rights

Co Act 2013 71 views 1 replies

Ek shareholder ke kya kya right hote hai, wo company main kya kya check kar sakta hai isme se?

 

1.    An individual shareholder is entitled to get copies of the memorandum and articles of association
1, trust deed securing issue of debentures,
2 register of members,
3 minutes of the proceedings of general meetings,
4 register of contracts, companies and firms in which directors are interested,
5 contract or board resolution appointing manager, managing director, etc.,
6 registers of loans to companies under the same management,
7 investments maintained under sections 372(9). 356, 358, 359 and 360.8

8 The Companies Act further gives a shareholder the right to inspect the register and index of members and debenture holders, annual returns
,9 registers of investments,
10 charges,
11contracts,
12 directors,
13 directors' shareholdings,
14 loans to companies under the same management,
15 investments in shares of other companies
16 and the minute books of general meetings

Replies (1)

Hi Puneet!
You’ve listed a lot of important rights of shareholders under the Companies Act, 2013. I’ll clarify and organize these rights clearly for you, based on the Act and common law principles:


Shareholder Rights under Companies Act, 2013

1. Right to Information and Inspection

A shareholder has the right to inspect and obtain copies of various company records, subject to certain conditions:

  • Memorandum of Association (MoA) and Articles of Association (AoA) — basic constitutional documents of the company.

  • Register of Members — list of all shareholders and their shareholdings (Section 88).

  • Register of Debenture Holders (if applicable).

  • Minutes of General Meetings — to check the resolutions passed and discussions (Section 119).

  • Annual Returns — filed with the Registrar and containing company info (Section 92).

  • Register of Contracts in which directors are interested (Section 189).

  • Register of Charges — details of secured loans and mortgages (Section 85).

  • Register of Directors and Key Managerial Personnel (KMP) (Section 170).

  • Directors’ Shareholding (Section 170).

  • Register of Loans and Investments given by the company (Section 186).

  • Copy of Board Resolutions relating to appointment of manager, managing director, or other key managerial persons (Section 179).


2. Right to Attend and Vote at General Meetings

  • Shareholders can attend Annual General Meetings (AGMs) and Extra-ordinary General Meetings (EGMs).

  • They have voting rights on various matters according to their shareholding.

  • They can participate in decision-making about company policies, elect or remove directors, approve financial statements, etc.


3. Right to Dividend

  • Shareholders are entitled to receive dividends declared by the company in proportion to their shares (Section 123).


4. Right to Transfer Shares

  • Shareholders have the right to transfer their shares, subject to the company’s articles and law.


5. Right to Sue for Wrongful Acts

  • Shareholders can take legal action if their rights are infringed or if the company acts unfairly (e.g., derivative suits).


6. Right to Receive Annual Reports

  • Shareholders have the right to receive financial statements, auditor reports, and annual reports of the company.


Your List — What is Covered?

Your Point Covered Under Companies Act, 2013? Explanation
1. MoA and AoA Yes (Section 26, Section 117) Shareholders can request certified copies
2. Trust deed for debentures Applicable for debenture holders Trust deed is public document for debentures
3. Register of members Yes (Section 88) Right to inspect and obtain copies
4. Minutes of general meetings Yes (Section 119) Must be maintained and available to shareholders
5. Register of contracts and interested directors Yes (Section 189) Discloses related party contracts
6. Contract or Board resolution for appointment of manager/MD Yes (Section 179) Shareholders can inspect board resolutions
7. Register of loans to companies under same management Yes (Section 186) Loans given disclosed
8. Investments (Section 186 etc.) Yes Register of investments maintained
9-15. Registers of investments, charges, directors, directors’ shareholding, loans Yes Covered under Sections 85, 170, 186 etc.
16. Minute books of general meetings Yes (Section 119) Right to inspect

Important Notes

  • Shareholders’ rights to inspect or get copies may require formal request or payment of fees.

  • The company can refuse inspection only on reasonable grounds.

  • Certain information (like board meeting minutes) might be restricted for confidentiality.


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