Ram questions resolution proposed for banks AGM

Jan 13, 2026 Letters

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Dear Editor

On January 11 2026) Stabroek News carried a notice by Banks DIH Holdings Inc. convening its second Annual General Meeting for Saturday, 31 January 2026. The newspaper also reported that the company proposes to cap shareholder voting power at 15%.

No shareholder I have spoken to – including several members of staff at Ram & McRae – has received either the notice of meeting or the company’s annual report. An electronic copy of the annual report was, however, made available to me, having reportedly been downloaded from the company’s subsidiary’s Facebook page.

That circumstance immediately raises questions concerning the adequacy of notice and the distribution of the annual report. The Companies Act sets out a clear statutory framework governing these matters, and compliance with both the Act and the company’s constituent documents is not optional.

While that matter is important, I treat it as secondary. The more serious concern lies in one of the proposed resolutions and, in particular, the proposed amendment to the company’s by-laws.

The Notice states that “Article 8 of the By-Laws” is to be amended to impose a 15% cap on shareholding and voting power, with votes above that threshold to be rendered invalid and not counted. The proposal further provides for the aggregation of interests held by spouses, children, trusts, controlled companies and persons said to be “acting in concert”, establishes a special register, appoints a “Special Registrar”, and ultimately empowers the directors to compel the disposal of shares deemed to be held in excess of the limit.

This proposal is misconceived, constitutionally unsound, legally impermissible, and violative of the most basic principles of company law and the fundamental nature of a public company. It seeks, through by-laws, to do what the law permits, in appropriate circumstances, only by amendment of the articles of incorporation by way of a special resolution.

To begin with, there is a fundamental conceptual error. There is no such thing in our Companies Act, or in company law generally, as an “Article of the By-Laws”. Articles are mandatory constitutional instruments; by-laws are separate and secondary, generally confined to internal administration. They cannot define, restrict, or extinguish proprietary rights. The reference to “Article 8 of the By-Laws” therefore reflects not loose drafting, but disappointingly, a fundamental misunderstanding of the most basic principles of company law and the hierarchy of corporate instruments established by the Act: first the Act, then the Articles, and only then the by-laws.

More fundamentally, a restriction on voting rights or on the effective enjoyment of shares is a restriction on property. Under the Companies Act, such restrictions must be expressly stated in the articles and should appear on the share certificate. They cannot be imposed, enlarged, or enforced through by-laws, however carefully they are worded. A by-law cannot lawfully invalidate rights attached to issued shares, nor can it set conditions to their disposal. Even unanimous shareholder approval cannot cure an illegality.

But beyond illegality, the proposal is objectionable in conception. It is not even-handed. While it aggregates certain relationships to enforce the 15% cap, it ignores economically aligned companies that together exercise significant influence. That selectivity exposes the proposal for what it is: a mechanism to entrench existing control by neutralising potential rival shareholders.

Restrictions of this nature belong to the private-company model and, in those limited circumstances, require amendment of the articles by special resolution. In a public company, their effect would be to destroy its public character by undermining the free and proportionate exercise of shareholder rights.

There are additional concerns with the structure of the proposed resolutions. The prudent course is either to withdraw the Notice and reconsider the proposal, in which case a new meeting would have to be convened, or, if it is satisfied that the statutory notice period has been properly complied with, to withdraw the impugned amendment and proceed with the remaining business on the agenda.

That would ensure and demonstrate compliance and respect for the law, for shareholders, and for the integrity of the company’s governance.

Regards
Chris Ram

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• Banks DIH, framework, However, proposed resolutions, report was, the companies

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