corporate governance

1. Shareholders’ Activism in India-general trend
with special reference to the case of: Defeat of the
proposal of the Management to Increase the
Salary of Ekta Kapoor and other MD in the
General Body Meeting of the Balaji Telefilm
Group 5:
Shuvayan Mitra (107/2021)
Rohan Maghav (113/2021)
Ankit Kumar (121/2021)
Akshay Singh (124/2021)
Abhijeet Ganguly (135/2021)

2. Flow of presentation
C Shareholding Pattern
E SHAREHOLDER ACTIVISM AND LAWS IN
INDIA
A Introduction
B Remuneration Proposal
D Regulatory/Legislative Provisions

3. Introduction
 According to business documents, the shareholders of well-
known film and television production company Balaji
Telefilms recently defeated a plan to pay salaries to the
company's joint managing director Ekta Kapoor and
managing director Shobha Kapoor.
 Similar to past years, the Balaji board had authorized Ekta
and Shobha Kapoor's base salaries of Rs 2.40 crore apiece,
plus perquisites.
 However, the proposals were rejected during the annual
shareholder meeting.
 In an unusual voting pattern, neither the promoters nor the
institutional shareholders participated in the vote.
 However, it is said that the two Kapoor family members, who
have been in charge of Balaji Telefilms since 1994, were
denied yearly bonuses due to them as a result of the
increasing phenomenon known as "shareholder activism.

4. Remuneration Proposal
Ekta Kapoor, Joint Managing
Director
Shobha Kapoor, Managing
Director
 Shareholders representing 0.21% of
the total outstanding shares cast
votes.
 Promoters did not vote on the
proposal.
 No votes were cast by public
institutional shareholders.
 0.4% of public non-institutional
shares were voted on. 55.4% of
those votes were against the
proposal.
 Shareholders representing 0.21% of the
total outstanding shares cast votes.
 Promoters did not vote on the proposal.
 No votes were cast by public institutional
shareholders.
 0.4% of public non-institutional shares
were voted on. 56.7% of those votes were
against the proposals.

5. Shareholding Pattern
Holder's Name No of Shares % Share Holding
No Of Shares 101130443 100%
Promoters 34732876 34.34%
Foreign Institutions 18693035 18.48%
N Banks Mutual Funds 0 0%
Others 31212521 30.86%
General Public 16492011 16.31%

6. 1
Right to receive
information
2
Right to give
approval.
3 Right to appoint and
remove directors.
Regulatory/Legislative Provisions
5 Right to requisition a
meeting
4 Right to appoint
auditor
6 Right to electronic
voting
7 Grievance redressal
mechanisms.
8 Oppression and
mismanagement proceedings
9 Class action suits
10
Application to the Serious
Fraud Investigation Office
(SFIO).

7. SHAREHOLDER ACTIVISM AND LAWS IN INDIA
• Shareholder activism involves the efforts of the shareholders
to bring about a desired change in the operations of the
company or to influence the management in governing the
company to protect the interest of the shareholders.
• In India, the Companies Act 2013 is the main source of law
relating to shareholder activism.
• Under the Companies Act 2013, shareholders' approval is
required for dealing in certain matters.
• In addition to the Act, regulations framed by the Securities and
Exchange Board of India (SEBI) also provide rights and
remedies to the shareholders of listed companies.
• A proxy advisor is any person who provides advice through
any means to an institutional investor or shareholder of a
company on how to exercise their rights in the company
(including recommendations on a public offer or voting
recommendations on agenda items).