The only kind of shareholder data that investors track is the shareholding pattern provided by the exchanges. These data, in turn, are part of the mandatory disclosure requirements, as defined by the capital market regulator, the Securities and Exchange Board of India (Sebi).
Currently, companies disclose only the names and stakes of public shareholders – foreign or domestic institutions, or individual investors – owning 1 percent or more.
However, a lesser-known provision under the Companies Act mandates companies to share details of all shareholders even if they own less than 1 percent.
Each and every shareholder in a company – whether a big or small investor or someone with just one share - can ask and get this information for free.
The Companies Act, 2013, gives this power to shareholders, but not many know about it. Surprisingly, many institutional shareholders, too, are ignorant. They usually wait for the financial quarter to end, when listed companies disclose their shareholding pattern on the exchanges.
The companies will only provide the number of shares held by each shareholder and not the shareholding percentage, but the percentage can easily be calculated as the equity base is available on the BSE website.
How can you find out about the rest? We break it down for you
What do regulations state?
As required by Section 88 of the Companies Act, 2013, companies are required to maintain a register of members.
“A member is someone who has subscribed to the memorandum of the company, or who agrees in writing to become a member of the company or every person holding shares of the company,” explains Ankush Achaliya, a practising chartered accountant, who has also completed a Company Secretary course.
Furthermore, companies must keep and maintain a register of members, separately indicating each class of equity and preference shares held by each member residing in or outside India, a register of debenture holders, and a register of any other security holders.
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How to inspect these registers?
According to Section 91 of the Companies Act, the shareholder can inspect and take extracts from any register without paying any fee. However, if he/she requires a full copy of any such register, a fee has to be paid as prescribed under the articles of associates (AOA) of the company.
All you have to do is shoot a mail to the company secretary or the investor relations team. And you will get the name, address, number of shares held, date of transfer and much more from ‘Form No. MGT -1 Register of Members’, said Rohini Nair, co-founding member and partner at ANB Legal.
How recent is this data?
This depends on when the company requests for the BenPos (Beneficiary Position) from its registrar and transfer agent (RTA). In normal course, BenPos is generated and distributed by the depositories to all RTAs once a week (Friday), and at the end of the month. It is also distributed when there is a corporate action by the company such as a QIP, preferential allotment or offer for sale.
However, the companies can request the BenPos on any other day of the week too for an extra fee. The BenPos helps in updating the register of members.
Why is this useful?
As mentioned earlier, this can help shareholders find out who holds less than 1 percent stake in the company. It could even be big investors like Shankar Sharma, Ashish Kacholia, or even GQG Partners, whose buy/sell actions are closely tracked by investors.
This information is also useful during offer for sale and bulk deals. “Many times, the buy and sell quantities in the bulk deal data provided by exchanges do not match. This is because exchanges are not mandated to disclose transactions that are less than 0.5 percent of a company's total equity shares,” said an analyst, who did not wish to be quoted.
Furthermore, the registered address of members can also reveal a lot about the shareholding pattern, especially if several of them are based out of tax havens, the analyst added.
Also Read: How many FPI shareholders do Nifty 50 companies have?
Can companies refuse to share the information?
From the Companies Act: If any inspection or the making of any extract or copy required under Section (88) is refused, the company and every officer of the company who is in default shall be liable, for each such default, to a penalty of Rs 1,000 for every day, subject to a maximum of Rs 1 lakh during which the refusal or default continues.
Sonam Chandwani, managing partner at KS Legal & Associates, said that such emails asking for shareholder information can put several companies on the back foot. “The company may, in turn, ask the shareholder why he/she is asking for the info or if there is any specific reason,” she told Moneycontrol.
This is usually a stonewalling tactic by the company, especially by those who want to give out as little information as possible. They have to eventually provide the info, but some companies, if they choose to, can make it hard for the shareholders to get the information.
That said, some high networth individuals have been successful in deploying this strategy while investing in midcap, small and micro cap names. And some of them whom Moneycontrol spoke to, said that they more often than not are provided the data, even though there may be a lag in some cases.
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