Banks DIH to appeal injunction on share ownership by-law – Chairman

Feb 01, 2026 News

---

– says Beharry not a shareholder

(Kaieteur News) – Chairman of Banks DIH Holdings Inc. Clifford Reis on Saturday said the company will appeal the High Court injunction granted by Justice Sandil Kissoon blocking shareholders from voting on the 15% limitation by-law at Saturday’s Annual General Assembly (AGM).

Reis told shareholders at the company’s AGM held at Thirst Park, Georgetown that the company operated in accordance with its articles of incorporation and its by-laws. He said while the Board of Directors has the authority to recommend amendments to the by-laws, it is subject to the shareholder’s approval.

“The shareholders have the right to vote no or yes to the resolution. If the vote is no, the resolution cannot be implemented, and that will bring an end to that resolution. If the vote is yes, any shareholder who believes that he or she has been injured by that approval, has the right, within one month, to apply to the court for a hearing,” he explained in clear reference to the court order.

On Saturday, Kaieteur News reported that the court case was brought by Guyana Americas Merchant Bank Inc. and Beharry Stockbrokers Limited against Banks DIH. According to the court document seen by this publication, the decision effectively halts the implementation of “New By-law 8 Share Ownership,” which was adopted by the company’s directors on November 20, 2025, and was slated to be presented to shareholders for confirmation at the AGM scheduled for January 31, 2026.

In his ruling, Justice Kissoon granted a series of interlocutory injunctions restraining Banks DIH, its directors, officers, and agents from presenting, tabling, proposing, or permitting any vote at the AGM to confirm or give effect to the new by-law.

The court also suspended the operation and legal effect of the by-law pending the final determination of the substantive proceedings.

Additionally, the court restrained the company from invalidating or discounting votes attached to issued ordinary shares by reference to any 15 percent ownership or voting limitation, and from issuing or acting on any notice, investigation, divestment request, or forced sale process purportedly authorised by the new by-law.

The issue arose from the directors’ decision to amend the company’s by-laws to introduce a cap on share ownership and voting rights, a move he said raised serious legal concerns.

Justice Kissoon noted that the proposed by-law went further by authorising the company to invalidate votes held in excess of the 15 per cent threshold, determine whether shareholders were acting in concert to circumvent the cap, appoint a special registrar for that purpose, and compel the sale of shares held above the limit.

The judge in his ruling highlighted that courts are generally reluctant to interfere in the internal affairs of companies or restrain the holding of an AGM. However, he stated intervention was warranted in this case due to the serious implications for shareholder rights.

He further noted that Banks DIH, a public company listed on the Guyana Stock Exchange with a single class of common shares, had operated for more than 50 years without any restriction on share ownership or voting rights. He pointed out that under the Companies Act and the company’s Articles of Association, shareholders are entitled to one share, one vote, and that no cap was expressly or impliedly provided for.

It was also outlined that the by-laws of a company are incidental to its Articles of Association and cannot be used to erode or unlawfully restrict entrenched shareholder rights. Justice Kissoon held that the procedure used by the directors to adopt New By-law Eight was not capable of lawfully achieving the intended outcome and could not be cured or ratified by an ordinary resolution of shareholders.

The judge said that allowing the by-law to proceed could result in irreparable harm to shareholders, including the potential invalidation of votes and forced divestment of shares, affecting not only the claimants but the company’s wider shareholder base.

The injunction that will remain in effect until the hearing and determination of the substantive action.

At the AGM, Reis told shareholders that Beharry Stock Broker Limited is not a shareholder of the company. Notwithstanding, he noted that by way of the injunction the shareholders are barred from voting on the by-law.

“As a law abiding and a responsible corporate citizen, we will comply with the judge’s order. However, the company proposes to appeal this matter to the full court for the discharge of this injunction,” he declared.

The company in a paid advertisement in the Saturday, January 31, 2026 edition of the Kaieteur News described Justice Kissoon’s order as “sweeping”. The company maintained that it was not afforded the opportunity to properly respond to the filed application.

The application was filed on January 27 with multiple exhibits and an order for the hearing of the matter made the following day for Banks DIH to appear. According to the advertisement, the company’s corporate secretary Mrs. Kavorn Kyte-Williams was never given an opportunity to file an Affidavit in Opposition to the Application, and the company was never given the opportunity to address the legal issues in detail as was to be expected in a Court of law.

“The main issue in the case required consideration of documents which made up the constitution of BDIH which was only incorporated some 3 years ago on 18th January, 2023. Those documents are the Articles of Incorporation and By-Laws. In a lengthy Judgement read for almost half an hour, the learned Judge repeatedly stated that the proposed vote by shareholders at its AGM would be illegal, ultra vires and not permitted by the document the learned Judge referred to as the Articles of Association. However, there is no such document in the constitution of BDIH,” the advertisement stated.

Banks DIH opined that Justice Kissoon’s judgement was “plainly wrong, particularly in relying on: i. ARTICLES OF ASSOCIATION, which do not exist in the constitution of BDIHHI; ii. Failing to give an opportunity to BDIHHI’s Corporate Secretary to file an Affidavit in Opposition which is one of the essential hallmarks of any system of justice. BDIH proposes to appeal this matter to the Full Court for the discharge of the injunction.”

Company profits

Meanwhile, Reis announced that for the last fiscal year, the company recorded $13,795,000,000 profit in profit before taxation and $9,827,000,000 profit after tax. Reis disclosed that for 2021-2025 the company’s revenues increased by 25% and the profits have increased by 50%. The share price was $300 per share in March 2022 and by December it was $155, a decline of 48%.

“Banks pays $51M daily in taxes, inclusive of Saturdays, Sundays and holidays. The above information my fellow shareholders served to emphasise the inherit contradiction in the downward moment of Banks Holdings in share prices while at the same time the revenue and profits are increasing,” he told shareholders.

---

• Banks DIH, Clifford Reis, injunction, Thirst Park

---