15% shareholding cap: “Misconceived & legally impermissible” – Banks DIH slams Chris Ram’s claims as misinformed

…says Ram sold shares, cannot claim personal knowledge of shareholder communications

Banks DIH Holdings Inc (BDIHHI) has firmly defended its proposed amendment to its by-laws, which would limit individual shareholding to 15 per cent of the company’s issued capital, dismissing recent claims by Christopher Ram as uninformed and legally incorrect. Ram, whom the company described as a “self-appointed expert on company law in Guyana”, who sold all his shares in BDIHHI on October 18, 2025, described the amendment in a letter published in the media on January 12, as “misconceived and legally impermissible.” BDIHHI responded, noting that Ram, no longer holds shares and therefore cannot claim personal knowledge of shareholder communications, including the notices issued for the January 31, 2026 Annual General Meeting. The company confirmed that all notices were sent in full compliance with the Guyana Companies Act Cap. 89:01.

BDIHHI emphasised that the 15 per cent limitation reflects the corporate philosophy of the company’s founder, Peter D’Aguiar, aimed at promoting shareholder democracy and preventing control by a small group of investors. The company stated that shareholders are not restricted from enjoying the benefits of their shares, including dividends or the ability to sell them. The company also explained that in cases where a shareholder exceeds the 15 per cent limit, there is a clear, legally compliant process, the shareholder would be required to sell the excess shares within 28 days; if not, the company can sell the shares on their behalf and remit the proceeds. Any votes exceeding the 15 per cent limit would be invalid.
Addressing Ram’s claims of illegality, BDIHHI noted that Commonwealth legal precedent supports the enforceability of voting limits included in a company’s constitution. By-laws are recognised as part of a company’s constitution under Guyana law, contrary to Mr Ram’s assertions. The company further stressed that no individual shareholder currently holds more than 11.4 per cent of shares, underscoring that the amendment ensures widely dispersed ownership and prevents concentrated control. BDIHHI described the restructuring under the new holding company as a groundbreaking initiative for Guyana’s corporate sector.
BDIHHI reaffirmed its commitment to transparency and shareholder governance, highlighting that the information document sent to shareholders provides detailed guidance on the purpose and operation of the 15 per cent limitation, demonstrating the company’s compliance and fairness in protecting all shareholders.