Understanding Differential Voting Rights (DVR) Shares: A Unique Investment Opportunity

Important Keyword: Differential Voting Rights, DVR shares, superior voting rights, inferior voting rights, company control, dividend returns, stock market investment, Companies Act, investor opportunity, Indian market

Introduction:

What Are Differential Voting Rights (DVR) Shares?

In the world of stocks, not all shares are created equal. Some shares come with extra power, while others might offer less control but higher rewards. These special types of shares are called Differential Voting Rights (DVR) shares. As the name suggests, DVR shares provide different voting rights to shareholders—some with more voting power and others with less. This unique system allows companies to balance ownership control while attracting investors with varied benefits.

Let’s explore what Differential Voting Rights shares are, how they work, the eligibility criteria for issuing them, and the advantages they offer to both investors and companies.

What Are DVR Shares?

Differential Voting Rights shares are special types of equity shares that offer shareholders either superior or inferior voting rights compared to regular shares. Shareholders with superior voting rights get more say in important company decisions, while those with inferior voting rights have limited voting power but usually receive higher dividends.

In simpler terms, if you own Differential Voting Rights shares with superior voting rights, you have more influence on decisions like electing directors or approving major changes. On the other hand, if you own Differential Voting Rights shares with inferior voting rights, you may not have as much influence but can enjoy better financial returns.

Key Features of DVR Shares:

• Superior Voting Rights: Extra voting power, giving shareholders greater control over company decisions.
• Inferior Voting Rights: Limited voting power but usually comes with higher dividends or other financial benefits.
• Balance Between Power and Profit: Companies use DVR shares to maintain control while offering investors attractive returns.

Eligibility Criteria for Issuing DVR Shares

Issuing DVR shares is not something that any company can do casually. There are strict rules in place to ensure that only companies with a solid financial background can offer such shares. According to Section 43 of the Companies Act, 2013, and the Companies (Share Capital and Debentures) Rules, 2014, a company must meet the following conditions before issuing DVR shares:

1. Company Articles of Association Approval: The company’s internal rules must allow the issuance of DVR shares.
2. Profitable Track Record: The company must have made profits for the last three years.
3. Shareholder Approval: All shareholders must approve the issuance of DVR shares in a general meeting.
4. Clean Financial Record: The company’s financial statements and annual returns for the past three years must be clear and up to date.
5. No Pending Debts: The company must settle all outstanding debts before issuing DVR shares.
6. Limit on DVR Issuance: The company can only issue DVR shares amounting to a maximum of 26% of the total paid-up capital after the issue.

By following these criteria, companies can ensure a smooth process for offering DVR shares to their investors.

Advantages of DVR Shares

For both companies and investors, Differential Voting Rights shares offer several advantages. Let’s break down these benefits.

For Investors:

• Discounted Price: Differential Voting Rights shares are often issued at a lower price than regular shares, making them more affordable for investors.
• Higher Dividends: While they may offer less voting power, Differential Voting Rights shares with inferior rights usually provide higher dividends, giving investors quicker financial returns.
• Reduced Risk of Takeovers: DVR shares with superior voting rights help companies maintain control, preventing hostile takeovers while still raising capital.

For Companies:

• Maintain Control: By issuing Differential Voting Rights shares with inferior voting rights, companies can raise funds without losing control over decision-making.
• Attract More Investors: Differential Voting Rights shares, especially those with higher dividends, attract investors who are more interested in financial returns than in voting rights.
• Balance of Power: Companies can strategically issue DVR shares to manage voting control among shareholders.

Disadvantages of DVR Shares

While DVR shares come with benefits, they also have some drawbacks that investors and companies should be aware of.

For Investors:

• Limited Voting Power: Investors holding DVR shares with inferior voting rights may have little to no influence over important company decisions.
• Perceived Lower Value: Some investors view DVR shares as less valuable because of the reduced voting power, which might impact their market price.

For Companies:

• Complexity in Management: Managing DVR shares alongside regular shares can complicate the company’s internal structure and decision-making processes.
• Potential Investor Concerns: Some investors may be hesitant to buy DVR shares due to the reduced control, limiting the company’s ability to raise capital quickly.

Example: DVR Shares in the Indian Market

Let’s consider an Indian company, ABC Ltd., which wants to raise capital without losing too much control over decision-making. To achieve this, the company decides to issue DVR shares. Raj, a small investor from Mumbai, purchases DVR shares at a discounted price, attracted by the promise of higher dividends. Raj is less concerned about voting in shareholder meetings and more interested in earning a steady income.

Over time, Raj enjoys the dividends from his DVR shares, but he knows that he won’t have a significant say in the company’s future. Meanwhile, ABC Ltd. can continue making important decisions with limited interference from investors like Raj, while still benefiting from the capital raised through DVR shares.

This example illustrates how DVR shares offer both flexibility for companies and opportunities for investors seeking different kinds of returns.

Summary: The Dual Nature of DVR Shares

Differential Voting Rights shares offer a unique investment opportunity for those who prioritize financial returns over decision-making power. Companies can use DVR shares to raise funds while retaining control, and investors benefit from discounted shares with higher dividend potential.

However, both parties must be aware of the limitations, such as reduced voting power for shareholders and increased complexity for companies.

Conclusion: Are DVR Shares Right for You?

DVR shares are an innovative tool in the stock market that offer flexibility for both companies and investors. If you are an investor looking for higher returns without worrying too much about controlling company decisions, DVR shares could be a good fit for you. However, if voting power and influence are important to you, then you might want to consider regular shares instead.

Read More: Notification No. 77/2020 – Central Tax: Seeks to make filing of annual return under section 44 (1) of Central Goods and Services Tax Act for F.Y. 2019-20 optional for small taxpayers whose aggregate turnover is less than Rs 2 crores and who have not filed the said return before the due date.

Web Stories: Notification No. 77/2020 – Central Tax: Seeks to make filing of annual return under section 44 (1) of Central Goods and Services Tax Act for F.Y. 2019-20 optional for small taxpayers whose aggregate turnover is less than Rs 2 crores and who have not filed the said return before the due date.

Download pdf: https://taxinformation.cbic.gov.in/