dissenting shareholders

minority interest means: Section 236 Purchase of minority shareholding Companies Act Integrated Ready Reckoner Companies Act 2013 CAIRR

dissenting shareholders

The audit committee makes the appointment of the independent valuer, and the committee will take necessary steps to ensure that shareholders have the right to approach NCLT if the process appears to be unfair. These principles for valuation of shares could also be applied in case of companies that have not been listed and where the shareholder base is 1000 or more. Minority shareholders have been bestowed with the rights to approach the NCLT to report any acts of oppression and mismanagement by the promoters, board or management of the Company. Person who is considered a minority shareholder holds few numbers of shares in the company less than 50%, so they are not eligible to exercise any power or authority in the company’s management.

  • It is, however, possible for a controlling interest requiring consolidation to be achieved without exceeding 50% possession, relying on the accounting requirements being employed.
  • Moreover, there cannot be a complete disregard for the investments made by the minority shareholders.
  • Shareholder democracy holds an important place in corporate governance, majority rule may at times, hurt the interests of shareholders/investors holding a minority stake, especially those who do not have protective covenants.
  • Maybe the concerned company’s free cash flows are shrinking, rendering it incapable of repaying its debt.

The first step after acquiring a company is to extract all the existing cash or assets which are not necessary to run the business. Once that is done, the acquirer will then put as much debt onto the target company ’s balance sheet and let it pay out as a dividend or capital reduction. The more the acquirer can get out quickly either as excess cash or as a dividend recap i.e. debt-financed dividend, the higher the return on investment . Ownership does not mean that a shareholder can influence the decision making of the company. As the companies may have numerous classes of shares, the investment may come with non-controlling interest, without any voting rights or the possibility of company impact. Hence, it is vital to understand the structure of non-controlling interests and how they can affect the shareholders’ investments.

The Law On Minority Squeeze-Out In India

It is found that their interests are being discriminated against based on minority interest means shares or voting rights. Due to the introduction of these new laws, the managing committees of the companies will be careful in handling their internal matters. The minority shareholders or the individual shareholders are now empowered to raise their voices against the abuse of prejudice, oppression, and mismanagement of the affairs of the company.

Many provisions of Companies Act, 2013 deals with the situations where minority shareholders rights have been protected and the same can be divided into various major heads. When a controlling interest in a subsidiary is achieved, the consolidated methodology of accounting for share purchase is used. This method requires that many line gadgets within the financial statements of the parent incorporate monetary results of the acquiree, i.e. replicate a fictitious 100% possession of the subsidiary. 8.1 As per existing provisions of the Act, approval of High Court / Tribunal is required in case of corporate restructuring (which, inter-alia, includes, mergers/amalgamations etc.) by a company. The Scheme is also required to be approved by shareholders, before it is filed with the High Court. The scheme is circulated to all shareholders along with statutory notice of the court convened meeting and the explanatory statement u/s 393 of the Act for approving the scheme by shareholders.

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The proportionate share of net assets method calculates the goodwill attributable to the group only. Therefore, any impairment of goodwill should only be attributed to the group and none to the non-controlling interest. There are many indicators of impairment, ranging from loss of customers in the subsidiary to the departure of key staff or changes in technology.


This article will throw light on the https://1investing.in/ of minority shareholders and why there is a need to protect their rights and the remedies available. For example, two companies with the same market capitalizations would have different enterprise values. A company with a Rs500cr market capitalization, no debt, and Rs10cr in cash would be cheaper to acquire than the B company with same Rs500cr market capitalization, Rs30cr of debt and no cash. In comparison to the market capitalization, on the other hand, modification of market cap that includes debt and cash for valuing a company is defined as the Enterprise Value or Total Enterprise Value or Firm Value . In other words, a more comprehensive, alternative and accurate representation compared to Mcap is the EV, that helps measure the company’s total value.

Enterprise Value and Valuation Multiple

Enterprise value makes it possible to compare companies of different capital structures with greater ease. Helps to compare companies with different capital structures more effectively. EV is considered to be an actual cost of purchasing a company or the theoretical price of a company before a takeover is considered. In fact, it is the minimum value that an entity would pay to purchase a company. This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.


If there are changes regarding the interests of any creditors, debenture holders, or shareholders or in the company’s management, prejudicial to only a certain class of members means providing profits to only certain groups of people. Section 246 deals with the matters regarding unfair prejudice, oppression, and mismanagement of the company. While on the face of it, there seems to be no problem with this whole idea of upholding the rights of the majority, it does raise concerns about the rights of those shareholders who do not form part of such majority. The registered valuer shall also provide a valuation report on the basis of valuation addressed to the Board of directors of the company giving justification for such valuation. – The company shall continue to disburse payment to the entitled shareholders, where disbursement could not be made within the specified time, and transfer the shares to the DEMAT account of acquirer after such disbursement.

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What is minority vs majority government?

A majority government is a government by one or more governing parties that hold an absolute majority of seats in a legislature. This is as opposed to a minority government, where the largest party in a legislature only has a plurality of seats. A government majority determines the balance of power.

Earlier, many shareholders never went to the annual general meetings, and it was much easier for companies to get most of their resolutions passed. The Government of India has established National Minorities Development and Finance Corporation which promotes economic and developmental activities among the weaker sections of the society who have been earmarked as minorities. NMDFC is the body at the centre and it channelizes the funds allotted to this section. It routes the funds through State Minority Finance Corporation of the respective State / Union Territory Government. The balance cost is shared by NMDFC, the State channelizing agency and the borrower in the proportion of 25%, 10% and 5% respectively. Differential Rate of Interest scheme is also known as DIR, it was launched in the year 1972 to provide credit access to low income groups.

The Enterprise Value to Market Cap Ratio

A contributory is a person liable to contribute towards the assets of the company in the event of it being wound up. A holder of fully paid-up shares is also considered to be a contributory, regardless of whether the company has assets or will have surplus assets left for distribution among the shareholders after the satisfaction of its liabilities. This, in turn, means that all shareholders would qualify as a contributories of the Company for the purpose of filing a winding-up petition. It is worth noting here that unlike the provision for “oppression and mismanagement”, the Act does not prescribe a numerical or control-based threshold for presenting a winding-up petition by a contributory.

Minority interests are the part of a company or shares that the parent corporation does not own and that have a majority interest. In such a case, if any preferential allotment of warrants is to be made to a particular set of investors, the minimum price of such warrants shall be Rs 140. And the investor will have to pay 25 per cent of this price (i.e. Rs 35 in case the exercise price is Rs 140) upfront to the company immediately on issuance of the warrants. An ESOP is a type of employee benefit plan which is intended to encourage employees to acquire stocks or ownership in the company. However, there is a long way to go in strengthening the law in empowering the shareholder.

What are the different types of minority?

  • Sikhs.
  • Muslims.
  • Christians.
  • Zoroastrians.
  • Buddhists.
  • Jains.

The overall target for priority sector lending and sub-target of 10% for the weaker sections has been mandated and the banks are required to adhere to the same. As per the Ministry of Welfare, Government of India, the following communities have been notified as minority – Sikhs, Muslims, Christians, Zoroastrians, Buddhists, Jains. These communities have been identified based on their population in relation to the overall population in India. Banks are mandated to focus on lending to the applicants who fall within this category. The terms of the loans are relatively favorable, hence, making it an attractive proposition for the applicant as well.

Mutual fund Investments

The father or mother firm is the entity that owns over 50 percent of the business, and the subsidiary is the entity that owns lower than 50 percent. There are adequate provisions in the existing Act to prevent Oppression and Mismanagement. Minority, represented by specified number of members or members holding requisite percentage of equity capital are entitled to approach Courts/Tribunals for protection of their interests.


It have to be recorded “within fairness, but separate from the parent’s equity.” On a consolidated income statement, minority curiosity is recorded as a share of the minority shareholders’ revenue, in compliance with FASB requirements. Minority curiosity is an accounting concept that refers to a scenario when a mother or father company owns over 50% of another agency. Due to the fact that the parent firm has majority possession of the subsidiary, it consists of the assets, income, liabilities and so forth of the subsidiary in its balance sheet. However, if it doesn’t personal a hundred% of the subsidiary then it doesn’t actually have claim to one hundred% of the financial performance, and no matter percentage it does NOT own must be subtracted as a liability. But with the introduction of modern corporate law, the opinion and interests of minority shareholders were not overlooked. Many remedies were introduced to help minority groups who hold a little share in the company.

Broker Hub hopes to sell minority stake at target $25bn valuation – Inside P&C

Broker Hub hopes to sell minority stake at target $25bn valuation.

Posted: Wed, 01 Mar 2023 13:00:37 GMT [source]

The percentage of controlling stake determines the influence and voting rights of minority interests over the decision-making process. Hence, the main use of the minority interest is in valuation ratios, such because the Enterprise-Value-To-Sales (EV/Sales), Enterprise Multiple (EV/EBITDA), and so forth. For this purpose, and to ensure consistency, we have to add minority interest in order that the father or mother doesn’t personal again to the Enterprise Value. This ensures that each the numerator and the denominator of the above ratios reflect one hundred pc of the subsidiary’s financials, even when the father or mother owns lower than 100% of it.

Depending on the ownership percentage, a minority investor will have trouble influencing the business’s decisions and policies. Suppose a stock had an LTP of Rs 100 on April 1, 2015, and the average of its weekly high and low closing prices of the previous six months is Rs 120 while the average of the weekly highs and lows of the closing prices of preceding two weeks is Rs 140. Can minority interest be negative while consolidation if the subsidiary is incurring losses. Thus the concept of Minority arises when a company has subsidiaries with 10, 20 or 30% of its shareholding been left. You can have a look at the Video Reviews provided by our ongoing current clients regarding Indian-Share-Tips.Com Services to include Bank Nifty Option Tip.

Presently, government policy states that all disinvestments would only be minority disinvestments via Public Offers. MPS could be achieved through various modes specified in SEBI circular date 30th Nov 2015 and 26th Feb 2018 viz. Through IPO/FPO, OFS, Secondary market sale by promoters, Institutional placement program, Rights issue, Bonus issue, Open market sale, QIP .

The decisions taken based on the majority are considered fair and just and in the company’s interest. But sometimes the opinions of minority shareholders are not taken into account. Their rights and interests are often ignored, as they do not hold a lot of power in handling the management of the company. The corporate world aims to maintain a balance between the effective and efficient control of the company by protecting the interest of the minority shareholders. The potential for misalignment between dominant and minority shareholders is reflected in an impressive array of legal and regulatory mechanisms across jurisdictions intended to provide the latter with some means to check behavior by the company that disproportionately benefit controllers.

Minority interests usually come with some of the stakeholder’s rights, such as revenue participation and other audit privileges. Say if the subsidiary company of a parent company is going into loss, so when the consolidated Profit and Loss account will be made, Minority Interest will take as negative. For the same reason it can be zero and it is also be zero, if parent company acquired the all equity shares of subsidiary company. Intangible assets – The subsidiary may have internally generated intangible assets, such as an internally generated brand, which do not meet the recognition criteria of IAS 38 Intangible Assets.