Banks DIH to appeal injunction on capping share capital, voting rights

Last Updated on Sunday, 1 February 2026, 15:29 by Denis Chabrol

Declaring that Beharry Stockbrokers Limited is not a shareholder of Banks DIH Holdings Inc, Company Chairman and Managing Director Clifford Reis on Saturday said an appeal would be filed against a High Court injunction that blocked a cap on voting rights of shareholders with 15 percent share capital.

“Beharry Stockbrokers Limited is not a shareholder of this company at the close of the register for this annual general meeting today,” he told shareholders at the company’s Annual General Meeting (AGM) held at Thirst Park, East Bank Demerara.

“As a law-abiding and a responsible corporate citizen, we will comply with the judge’s order. However, the company proposes to appeal this matter to the Full Court for the discharge of this injunction,” he said in the presence of his battery of lawyers.

In clear compliance with Friday’s injunction in favour of stock brokerages Guyana Americas Merchant Bank Inc and Beharry Stockbrokers Limited, Mr Reis said votes on By-Law number 8 could not have been conducted at Saturday’s AGM because “Justice (Sandil) Kissoon has restrained us from doing so.” The injunction was issued pending a hearing and determination of the substantive matter.

During question time, no one asked or commented on the proposed amendment to Article 8 of the by-laws.

Setting a target of 20,000 ordinary shareholders, the Banks DIH Holdings Inc’s Company Chairman and Managing Director encouraged attendees to sign up and provided forms to express an interest in buying shares. “Today we have 15,558 shareholders in this company, an increase of 8,455 or 190 percent more. The target now for us is 20,000. We want to see 20,000 shareholders in this company. Drivers, service workers, farmers, teachers, plant operators. We want to see 20,000 small shareholders in this company,” he said. 

The proposed amendment of Article 8 of the by-laws contained in the 2025 annual report of Banks DIH Holdings Inc states that no person shall have an interest in shares which is more than 15 percent of the issued share capital of the company or carry more than 15 percent of the total voting rights of the Company. Where a person holds more than 15 percent of the issued share capital of the company, the votes which exceed that 15 percent limitation shall be invalid and shall not be counted in relation to any voting at a shareholders’ meeting. That amendment defines a person as bodies corporate, companies, partnerships, syndicates, trusts and any association of persons.

The intended amendment says a person is deemed to have an “interest in shares” if he is the legal or beneficial owner of the shares, or if the shares are held by a company directly or indirectly under his control, or held by his spouse or his child or stepchild, or if the shares are held by a trust established by him, or if the shares are held by another person with whom he is acting in concert pursuant to an arrangement (whether legally binding or not) for the acquisition of such shares, or if the shares are held by the members of a partnership in which he is involved.

In a statement issued earlier on Saturday, Banks DIH Holdings Inc said its Corporate Secretary, Kavorn Kyte-Williams was never given an opportunity to file an affidavit in opposition to the application. Accordingly, BDIHHI (Banks DIH Holdings Inc) was never given the opportunity to address the legal issues in detail as was to be expected in a court of law.

BDIHHI says the main issue in the case required consideration of documents which made up the constitution of BDIHHI which was only incorporated three years ago – on 18th January, 2023.

The company says those documents are the Articles of Incorporation and By-Laws, but the judge repeatedly referred to non-existent Articles of Association. “In a lengthy judgement read for almost half an hour, the learned Judge repeatedly stated that the proposed vote by shareholders at its AGM would be illegal, ultra vires and not permitted by the document the learned Judge referred to as the Articles of Association. However, there is no such document in the constitution of BDIHHI,” the company said.

BDIHHI says it considers that the judgment of the judge was plainly wrong, particularly in relying on Articles of Association which do not exist in the constitution of BDIHHI and failing to give an opportunity to BDIHHI’s Corporate Secretary to file an Affidavit in Opposition which is one of the essential hallmarks of any system of justice.

The proposed amendment of Article 8 also provides for the appointment of a Special Registrar to continuously determine whether any person has contravened the 15 percent limitation set out and inform the company’s directors of any contravention. If anyone violates the 15 percent limitation by acting in concert with another person, the proposed by-law stipulates that, in keeping with Section 115 of the Securities Industry Act Chapter 73:04 , that person acquiring the shares should disclose any agreement or arrangement under which another person is entitled to control his voting rights and provide written details of that agreement or arrangement within five days.

Further the proposed by-law states that a person who becomes interested in shares of more than 15 percent of the issued share capital of the company or the total voting rights of the Company shall notify the company in writing of the occurrence of the event resulting in his increase in interest within 10 days of the date on which it occurred.

If that by-law is eventually approved, it will empower directors or the Special Registrar to notify anyone who has contravened any of the previous provisions that such person’s votes at any meeting of the shareholders of the Company will not carry more 15 percent of the total voting
rights of the company.

Banks DIH Holdings Inc. includes Banks DIH Limited, Citizens Bank Guyana Inc. and Banks Automotive and Services Inc.