Court blocks Banks DIH from voting on 15% shareholding limit

– company to appeal

Just one day before its Annual General Meeting (AGM), High Court Justice Sandil Kissoon has blocked Banks DIH Holdings Inc (BDIHHI) from voting on a proposed bylaw change.
The application was filed by the Guyana Americas Merchant Bank Inc and Beharry Stockbrokers Limited.
According to legal documents seen by this publication, the court has granted an interlocutory injunction, “restraining the defendant, whether by its directors, officers, chairman of the meeting, company secretary, servants, agents, or otherwise howsoever, from presenting, tabling, proposing, putting to a vote, or permitting to be voted upon at the Annual General Meeting scheduled for 31 January 2026 (or any adjournment thereof), any resolution seeking to confirm, adopt, or give effect to “New By-law 8 Share Ownership.”
Banks DIH, one of Guyana’s oldest and largest public companies, is proposing a change to its corporate by-laws that would limit the percentage of shares any single shareholder can exercise voting rights for to 15 per cent of the company’s issued share capital.
That proposal was intended to be voted on at the company’s AGM. The new bylaw would state that no person can have more than 15 per cent of voting rights at shareholder meetings, even if they legally own more shares. Owners could still physically hold more than 15 per cent of shares, but any voting rights above that cap would be invalid.
Banks DIH says this cap is designed to promote shareholder democracy and prevent control by any one person or group, consistent with the company’s founding philosophy.
Nevertheless, the court also granted an injunction restraining the company from treating as invalid, disregarding, discounting, or refusing to count any votes lawfully attached to issued ordinary shares until the determination of the substantive proceedings filed by the applicants.
In previously explaining the reason behind the proposed by-law change, 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 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 has since released a statement on the ruling in which it said that BDIHHI considers the ruling “plainly wrong”, particularly with regard to relying on Articles of Association, which, it said, “do not exist in the constitution of BDIHHI”, and for failing to give an opportunity for BDIHHI to file an Affidavit of Opposition, “which is one of the essential hallmarks of any system of justice”.
The statement noted that since BDIHHI was not given the opportunity to file the affidavit of opposition, it “was never given an opportunity to address the legal issues in detail as was to be expected in a court of law.”
BDIHHI indicated in its statement that it intends to appeal the matter to discharge the injunction.