Dissent by institutional shareholders comes down

New Delhi, Oct 31 (IANS): Shareholder resolutions in Nifty-50 companies where more than 20 per cent of institutional shareholders expressed their dissent by casting a negative vote decreased by 30 per cent to 44 in number (or 9.24 per cent of total) in the recently concluded proxy season.

These include shareholder meetings covering AGMs/EGMs/Postal Ballots and Court/NCLT convened meetings from 1st April 2023 till 30th September 2023 as compared to 63 (or 11.19 per cent of total) in the same period last year, according to Primeinfobase, an initiative of Prime Database Group.

According to Pranav Haldea, Managing Director, Prime Database Group, even across all companies listed on NSE (main board), the number of such resolutions where more than 20 per cent of institutional shareholders voted against plateaued at 1,498 (or 17.36 per cent of the resolutions for which voting details of institutional shareholders is available) in the first half of 2023-24 in comparison to 1,492 (or 16.88 per cent of total) in the same period in 2022-23 (and 1,041, or 15.67 per cent of total) in 2021-22).

Like in previous years, most number of such resolutions was not voted in favour by institutional investors related to board changes and remuneration.

According to Haldea, this is an encouraging sign as it shows that companies have finally started taking cognisance of minority shareholders’ interests and are also engaging with investors to understand their concerns prior to proposing resolutions.

Credit for this needs to be given to the facility of e-voting being made mandatory a few years back, the stewardship codes which have been introduced by regulators, a greater role being played by proxy firms as also a steady increase in institutional holding as a whole courtesy the minimum public shareholding requirement.

Of the above mentioned 1,498 resolutions though, a huge 1,445 (or 96 per cent) still passed, mostly owing to high promoter holding in the companies.

There were 85 resolutions (or 0.68 per cent of total) which were completely voted against by the shareholders at shareholder meetings held in the first half of 2023-24, an increase of 13 per cent from 75 resolutions (or 0.57 per cent of total) in the same period last year (and 59 resolutions, or 0.55 per cent of total in 2020-21).

Of these 85 resolutions, 14 were re-proposed to be passed, out of which 9 resolutions eventually passed while 1 of them failed again. Meetings relating to 4 resolutions are yet to happen.

As on 31st March 2023, by volume, across all companies listed on NSE, promoters held 55 per cent shares, institutional investors held 12 per cent, individual investors held 24 per cent with the balance 9 per cent being held by other non-institutional non-individual investors.

According to Haldea, while expectedly promoters as a whole voted nearly 95 per cent of their holding, other non-institutional public shareholders voted an extremely low 16 per cent of their holding, showing their general apathy. Moreover, almost all resolutions were voted in favour by promoters.

Forty-six domestic mutual funds, as a whole, voted in favour in 92 per cent of the cases and against in 8 per cent of the cases (abstained in 0 per cent cases in the first half of FY 2023-24). SEBI making it mandatory for mutual funds to vote on all resolutions with effect from 1st April 2022 has resulted in the abstinence number becoming nil.




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Title: Dissent by institutional shareholders comes down

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