BANKS DIH Holdings Inc (BDIHHI) has rejected claims by attorney-at-law Christopher Ram that its proposed 15 per cent cap on shareholder voting power is illegal, arguing that such limits are recognised and enforceable under company law in Commonwealth jurisdictions.
In a detailed statement responding to a letter by Ram published in Stabroek News on January 12, the company said his assertion that the proposed amendment to its by-laws is “misconceived and legally impermissible” is unfounded and reflects a misunderstanding of both the law and the background to the group’s corporate restructuring.
Banks in the statement noted that Ram sold all of his shares in the company in October 2025 and therefore would not have received the shareholder information document circulated ahead of the annual general meeting. That document, the company said, set out the rationale, purpose and legal basis for the proposed amendment in a question-and-answer format.
According to Banks DIH, the proposed 15 per cent voting limitation is rooted in the corporate philosophy of its founder, Peter D’Aguiar, who sought to ensure shareholder democracy by preventing control of the company from being concentrated in the hands of a few individuals.
“The essential idea was that this entity should not be under the control of the few, but that share ownership should be widely dispersed,” the company stated.
Against this backdrop, the company also rejected claims that the proposed amendment amounts to a restriction on shareholders’ property rights. It said shareholders would continue to enjoy the full financial benefits of ownership, including dividends and the value of their shares, even in cases where the 15 per cent threshold is exceeded.
Under the proposed framework, shareholders found to be in breach of the voting limit would be asked to sell the excess shares within 28 days of the violation being identified. If the shares are not sold within that period, the company would be entitled to sell them and remit the proceeds to the shareholder concerned. Any votes cast in excess of the 15 per cent cap would be deemed invalid and not counted at shareholder meetings.
To this end, Banks DIH further disputed Ram’s contention that limitations on voting power are contrary to company law, stating that courts at the highest level in the Commonwealth have ruled that such provisions can lawfully be included in a company’s constitution.
The company further addressed claims regarding the status of by-laws, asserting that judicial decisions in Canada, from which Guyana’s Companies Act is derived, have established that a company’s by-laws form part of its constitution and are legally binding.
As such, the company dismissed suggestions that the amendment is intended to entrench existing control, noting that no single shareholder currently owns more than 11.4 per cent of the shares in the holding company. It said the proposed changes are designed specifically to prevent concentration of ownership and influence.
