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Monday, February 15, 1999

SBI affidavit reflects differential treatment of shareholders 

Arpan Mukherjee  
Calcutta, Feb 14: State Bank of India has stated categorically that those holding more than 500 shares in it will continue to enjoy rights that are denied to shareholders with smaller stakes who are otherwise treated at par by other companies.

SBI's statement was made in its affidavit in reply to a petition by small shareholder, TK Majumdar, in the Calcutta high court, and is an indirect admission that it has two sets of rules for its shareholders.

In his petition filed in August last year, Majumdar had pointed out three issues:

  • Section 19(i)(c) of the SBI Act stipulates that only shareholders with 500 or more shares can contest for board post;

  • SBI's Regulation 31 notes that only shareholders with 50 or more shares can vote for or against a resolution which in turn contradicts Clause 34(f) of the Listing Agreement;

  • Unlike the Companies Act of 1956, the SBI Act of 1955 has no provision for making the minutes of an annual general meeting available to an equity shareholder.

    At SBI,only those shareholders with more than 500 shares of the bank can contest a berth on the board, to which four shareholders are appointed each year in line with Section 19 of the SBI Act, 1955.

    In line with the Listing Agreement of the stock exchanges, a proxy form has to be sent to all shareholders. This empowers shareholders to vote for or against any resolution.

    However, SBI's counsel, Sandersons & Morgans has pointed out that Clause 34(f) of the Listing Agreement -- under which proxy forms have to be sent -- does not have any impact on the SBI Act and the Regulations of 1955.

    Majumdar said the differential treatment of shareholders was unique in SBI's case and needs to be rectified. He felt that the SBI's unions should have taken up the matter much earlier.

    Admitting the figures which Majumdar had supplemented to his petition, SBI's counsel noted that the bank has only 3006 shareholders (or 0.35 per cent) held more than 500 shares, while 8,68,397 shareholders (or 99.65 per cent) hold less than 500shares.

    SBI, in the annexures to its reply, has noted that out of the 8,68,397 shareholders with less than 500 shares, 6,18,848 shareholders (or 62.29 per cent) hold less than 50 shares.

    On March 31, 1998, SBI's total share capital was Rs 526.30 crore, held by 9,93,473 shareholders.

    Majumdar had argued that a limited number of shareholders have a say in the affairs of the bank because of the inherent contradictions and the shareholding pattern. He noted that a shareholder with less than 50 shares "...cannot effectively participate in any general meeting of State Bank of India..."

    He had also noted that SBI ignored the views of the majority shareholders and only considered those with financial muscle. Sandersons & Morgan has denied this allegation.

    Copyright © 1999 Indian Express Newspapers (Bombay) Ltd.


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