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xlel-soen · 4 years

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Race introduction.

The NalKuymal are an alien race that have marooned themselves, and they have accepted it as their new home. Rather like a cross between elves & wolves, they are insular, fierce survivalists with a warrior's code very much like the proud Viking or Samurai. Not much is known, but they hold honour and truth as most important, and never break their sworn word --- even to people they don't know.

Standing anywhere from 4'9 to 5'5 (on the average), NalKuymal are actually 1.5 times the weight & muscle density (for the same height) as a human, weighing anywhere from 150-270 lbs. (but 200-230 is the average). They are rather short & densely muscled, and their bones are laced with magnesium & the blood is, too (which makes their blood color silvery, which dries to a flat grey). Their skin is more like hide, covered with a fine, almost translucent furring that is colored (like hair) on the head (never longer than shoulder length), sometimes on the cheeks & chin (like a beard/95% of males & 5% of females), lower arms & legs (feathered, like collie fur), which looks like hair.

Nails on feet & hands are actually flat, black claws. Skin color under the furring varies from a light almond color to an almost blackish bronze, and fur color from blonde to black. Eye color varies from blue to black, but no reds (except as lavender). Albinos possible. And not only are there males & females, but hermaphroditic neuters (they appear androgynous, but are not, nor are they fertile).

NalKuymal clothing is simple & utilitarian; all genders wear a Viking-style T-tunic, breeches (of linen in warm weather & wool in cold) & boots. For climate protection, they wear warm cloaks, fastened with buckles or "frog" tabs. Colors of their clothing shows their "job" (black: fighter, blue: artist/psionic healer, green: physical healers and herbalist, red: craftsman/metalworker, white: examiner or executioner, grey: Psionicist [aka "Mind Warrior" -- one who uses the power of the mind to serve & protect, etc.]).

All NalKuymal wear a clan pin & clan symbols all over their clothing. Fighter-Psionicists all wear silver jewelry (stoned rings on middle fingers, stoned bracelets on both wrists and a medium-chained pendant necklace); all others (Non-Psionicists) wear bracelets of nearly any material BUT silver (leather, ceramic, wood, other metals) and NEVER wear rings on their middle fingers. Silver is used as focus & channel for psionic power, and the stones are used to store this power.

All NalKuymal speak the Silent Tongue when abroad, 75% also speak Elvish & 25% also speak Common. As they travel among humans & demi-humans, they learn other languages --- often also speaking Dwarvish & dragon-tongues. NalKuymal know dragons to be a sentient, sapient race and treat them accordingly. Dragons have a 75% chance to know of the NalKuymal, and a 50% chance to at least speak a little of their tongue.

Combat: It is common for a NalKuymal's reputation to proceed him or her by many miles. They are as fierce as their four-footed "cousins" in battle, and do not give ground easily, and quite often would rather die than surrender. They are extremely experienced in the weapons that they carry, and they have an additional specialization in the quarterstaff, longbow (like an elf), longsword & dagger, as well as a special proficiency in a NalKuymal weapon called the dagger-claw (rather like four daggers attached to a brass knuckle).

NalKuymal also have a special Magickal Resistance. They are 100% immune to any and all spells cast by those weaker than them.

Unfortunately, this includes all magic spells, both good and bad (healing spells included). Plus: no NalKuymal can be resurrected once dead by any means, as they reincarnate immediately.

They also can determine whether an item is magickal or not, by touching it. Care should be taken, however, in doing so, because their auras are so nonmagical that they temporarily dampen the magick in any item.

Magick is automatically reasserted in 1 day after the item leaves the possession of a NalKuymal.

Psionic abilities: It is not possible to adequately describe the psionic prowess of the NalKuymal in so little a space. Suffice it to say that the NalKuymal are a Psionicist race: in that they (A) are born with full power, (B) know that they possess it, (C) breed for it, and (D) train their children to the maximum of each of their ability.

To be brief: NalKuymal only use this power to (1) heal ["fix"], (2) search for knowledge or engage in analysis,(3)*travel in non-standard ways (planet to planet, for example), (4)*defend themselves (& their friends, kin & allies), only when physical methods fail.

All NalKuymal possess Self-Healing, psionic analogues of their five physical senses, Handfire (a psionic version of Ball-Lightning, but which can ALSO be used nonviolently as a cool source of light), Detonate or Disintegrate (as in the psionic ability, but no barrier to using either on living matter). a personal version of "Mind Blank" (as in I'm not there; you can't [psionically] see me.). Some also use power to create physical damage in their foes (again, but only when either completely out-gunned or when all else fails), to create items of great beauty (psionic-made art of elfin-like quality). If any NalKuymal’s abilities are overused, these NEED to fall into a healing sleep (& will suffer penalties if they don't, & be unable to use psionics). ALL NALKUYMAL CAN SLIP INTO SUCH A HEALING TRANCE.

HABITAT/SOCIETY: The NalKuymal is a highly social creature, even though he prefers his own kind first (of course). Anyone else is a potential ally/friend or a stranger to be avoided. They group together as clans, made up of blood-related male individuals, their spouses & legitimate offspring, and all unmarried females (visited by allies, friends or mates).. Their main place of living is on a largish group of islands called Per Eyas (which means the islands, literally); only NalKuymal may live there. Main incidence of otherwise seeing them, therefore, is off island, on a campaign, on the road, or in another city. In essence, NalKuymal do NOT live in cities, and there are no clanholds off of Per Eyas.

NalKuymal are extremely friendly towards elves (of all sorts except for the stiff Grey Elves) & many humans --- so far, they have been at least courteous towards other peoples

While a bit standoffish when first met, Nakmal can (provided they like what they see) become rather friendly in time. They prize honour, honesty, intelligence and regard only those who do so as being worthy of alliance. Whenever found outside their home, NalKuymal are most often found with elves as their companions, but will work & fight alongside humans, dwarves, centaurs, gnomes & halflings without qualm. They will willingly perform any task for which they are paid (90% of all NalKuymal are employed in the Mercenaries Guild), but are mostly found as guards, caravan guards, hunters, (travelling) merchants, or sailors.

Behavior is mostly a cross between wolfish (dog-like) traits and elfin demeanor, with extreme honour (like the Japanese) and a fierce (but strictly controlled) ability at battle.

RELIGION: [This is, of necessity, quite brief] NalKuymal believe in (but do not worship) an unknown, all-knowing, all-encompassing energyforce, which resides in and animates everything, but which neither needs nor desires to be worshipped. This they call Sha. NalKuymal do, however, believe that psionic power comes from their innate connection to this force, the nature of which they call VIh-Ah-Sha (which means "one in god"), so they have made the study, training and 'use of these powers part of their faith. They believe in living their faith instead of worshipping or sacrificing to their god, and do not hesitate to swear they don't understand those who do so. In cursing or swearing, the name(s) . of their uncaring god is never used, because by doing so, it is considered that you are naming the item or person so.

NAMES: While (again) it is not possible to provide as many names as a full explanation might have, we will simply give, with only as much clarification as necessary, what names will fit in the space remaining: A NalKuymal will have a total of five names in his or her lifetime. The first name is given at birth by his or her mother --- indicative of her first impressions, or her wishes for his future; the second name is given by the youth's father at eight years old --- also indicating his impressions, or the child's deeds by that age; the third name is given to the adolescent, by the clan's leader, upon hitting puberty (usually at fourteen or fifteen years of age) ---this gives the clanleader's impressions of the NalKuymal young adult, and is often the "use" or profession's name (a name known by all, sometimes instead of the birth or 1st name).

The fourth name is a secret, spiritual name and is said to be given by their nameless, uncaring god called Sha in visions or dreams (in fact, this is one of the most important days of their lives, where they will go off by themselves, into a locked room or out in the wilds, to find this name.

Finally, there is the clan name, which they are given provisionally at birth, and earn the right to bear at the age of eight (after they pass a survival test & physical/psychic examination), as well as the right to wear the clanpin thereafter. While it is impossible, in so brief a space, to describe the clanpins' designs (one may, of course, contact the author for more details), their names are entailed here, as follows: Eresha (GodProphet), Jredhas (Mystics), Sehar (Visonary), Opal/ (HorseFighters), OwhreVysler (WiseChasers), Kuymal (GreatWolf), Jakkar (Hunter), & Shinkar (SpearWarrior).

A name can come from many sources: such as the names of plants (lobea/loh-bee-ah> rose, jlana/j'lah-nah> daisy), animals & birds (shangral/shan-grahl> eagle, kopiral/koh pih -rahl> greyfox, shalal/shay-lahl> weasel), the elements & nature (lee/leeh> wind, kzala/k'zah-lah> fire, mara/mahrah> sea, sidra/sih-drah> star), seasons (kolothe/koh-lawtheh> winter, komenthe/koh-men-theh> summer), qualities both desirable and not-so-desirable (like sarvan/sahrvahn> stubborn, evade/ee-vah-deh> beautifully-blossoming, sadhe/sayd-heeh> simple, pure), and especially colors (ghura/ghrr-rah> ravenblack, abletta/ah-bleht-tah> white, mare/mahr-ree> dark or twilight, ragila/rah-gih-lah> silver-colored), etc. Often, (parts of) 2 or more names can be combined to make one (these names are usually reserved for highly-ranked & psionically powerful individuals).

NalKuymal are also quite fond of playing "tricks" with words, especially in naming their most powerful and talented people. So alliterations of words sacred or otherwise important to the NalKuymal way of life are also used, usually for highly-ranked or special people (like vangar [fanged one] or aular [silver-tongued] as a kenning for wolf or dog, for example).

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loyallogic · 4 years

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Assessing the rationale and efficacy of Board Diversification: Woman Directors, Small Shareholders and Nominee Directors

This article is written by Vasundhara Gupta.

Introduction

On January 25, 2020, one of the top American multinational investment banking companies, Goldman Sachs, taking a hit at the lack of diversity in corporate boards, stated that they would not take a company public if it did not have at least one diverse member (not white, male or straight) on the Board. Asia, however, was excluded from this policy, the applicability of the same being limited to the USA and Europe. The aforementioned statement, coming from the biggest underwriter of IPOs in the United States, holds immense significance and raises the question as to the rationale and efficacy of having a diverse Board and how it impacts profitability and growth of the company.

The research methodology adopted by this paper seeks to trace the evaluation of the concept of small shareholders by looking at the litigation over the years and the statutory changes pertaining to them. Since the beginning, the majority rule has always prevailed over minorities in a company. The small shareholders have always been oppressed by the majority of shareholders. The origin of this majority rule in India was brought about by the leading English precedent Foss v. Harbottle in corporate law. In the case, the minority shareholders filed a case against the majority directors of the company claiming that the property of the company was squandered and misapplied and therefore the defendant should be held liable for the same. However, it was decided in the case that the plaintiffs were incompetent to file such a case as they were the small shareholders and the exclusive right to sue lied with the company or its representatives. Therefore, according to the decision of the court, the minority shareholders would be bound by the actions of the majority shareholders.

Through this article I have thrown light on the necessary shift required from the security offered to the majority directors which is biased, by the Foss v. Harbottle rule to finally recognize the importance of small shareholders in the BOD of a company.

Historical evolution

It is evident in many cases that earlier the court accepted the majority rule and also the deviant acts of the majority directors were not penalised and made regular through resolution. For instance, in the case of Bhajekar v. Shinkar, the majority rule of the board of directors of a company passed a resolution through which certain people were appointed as ‘managing agents.’ In the general meeting, the company ‘confirmed the resolution’, however, some minority directors filed a suit against the majority directors claiming the resolution to be irregular. However, the court decided in the favour of the majority directors and held that the court would not interfere in the internal management of the company and it was the company’s right to approve any type of agreement even if it was deviant or irregular.

Even, in the case of Rajahmundry Electric Supply Corp. Ltd. V. Nageshwar Rao, it was held that the courts would not interfere in the internal management of the company or the day to day operations of the directors if they acted within the limit of the articles of association proposed by the company.

However, things changed eventually as the judiciary showed signs of deviation from the rigid majority rule so as to protect the interests of the minority shareholders. It tried to maintain a “balance between the minority and the majority shareholders of the company.”

Companies Act, 1956 provided a redressal mechanism for the protection of minority shareholders by introducing sections 397 to 409.

Therefore, in the case of Sri Ramdas Motor Transport Ltd. V. Tadi Adhinarayana Reddy and others, the court held that according to companies Act, 1956 section 397, any member of the company, including the minority shareholders, who complain that the affairs of the company are “irregular or prejudicial to the public interest or are oppressive to any member may apply to Company Law Board for an order.” The majority directors were however not deprived of their domestic rights due to minority activism. This judgment was also upheld in a similar case of Shanti Prasad Jain v. Kalinga Tubes Ltd.

Further, in the Companies Act, 2013 many favourable provisions were introduced in favour of the minority shareholders especially section 151 which allows the small shareholders to appoint a director which replaced section 252 of Companies Act, 1956. These provisions in the Companies Act gave rise to shareholder activism.

How far has it worked in India?

Since the minority shareholders were never given any preference over majority shareholders what usually happened was that even if the acts of the majority directors were not acting in a way that would benefit the company, the small shareholders instead of raising their voice against the management, would “prefer to sell their shares.” However, with the introduction of certain sections in the companies act and the increase in the “institutional participation of the small shareholders in the Indian market”, it led to the rise of “shareholder activism” in the country. One of the recent cases of shareholder activism is, “when the small shareholders showed disagreement to the decision made by Ambuja Cements Ltd to buy majority shares in ACC Ltd. through a complicated deal.” “Life Insurance Corp. of India which held 5.57% of shares in the company, therefore considered to be the small shareholders, voted against the proposal.” It was the first time where the small shareholders were given preference over majority directors and the promoters were not given priority because of their higher shareholding.

However, compared to other countries in the world, shareholder activism has been low in India. One of the major reasons for this is the “complex structure of the Indian market.” “In the west, the markets are dominated by institutional investors whereas in the Indian companies it is difficult for small and minority shareholders to contest management decisions since it has large promoter shareholding and therefore they have not much say in the day to the day decision-making process of the company.” Therefore, the implementation of section 151 of companies act, 2013 has been of limited success especially in India.

Also, it can be seen that the new section 151 of Companies Act, 2013 has limited its scope because it is applicable only on listed companies and not on private companies and unlisted public companies. However, earlier under the Companies Act, 1956 small shareholders provision was applicable on non-listed companies as well, companies which had “paid-up capital of five crore rupees or more and having one thousand or more small shareholders.” The purpose of this was to safeguard the rights of the minority shareholders by having them on the company’s BOD but it lost its relevance because of its optional nature.

Thus, the dominance of majority directors dampens the effects of shareholder activism in the Indian companies. The institutions and the legal redressal mechanism are not effective in providing timely and cost-effective litigation strategies to the small shareholders to counter managements when they act against their interest.

There are only a few ways by which they can make the board of directors of the company more accountable, that is through approaching SEBI as it is responsible “to protect the interests of the investors” or by approaching the National Company Law Tribunal (NCLT).

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Do small shareholders seek a seat on a company’s board nowadays?

Although, section 151 of Companies Act, 2013 has been introduced in favour of the minority shareholders, specifically to recognise their worth in the company’s board however nowadays no company wants to indulge in giving a seat to the small shareholders of the company. Their main reason for doing so is to separate ownership from control. Even after SEBI made it clear that there must be independent directors on the board of a company, the listed companies do not want to include small shareholders in their board. This can be seen in the case of Alembic Limited were a set of small shareholders of the company, employees of a company named Unifi, wanted to seek a seat in the board of the company, making their ownership of shares in the company passive.

They moved their application under section 151 of the companies Act to appoint a small shareholder director, representing the interests of the shareholders who are not holding shares of nominal value not more than Rs. 20,000. However, the company rejected their application stating that they had nexus and direct conflict. The main contention raised by Alembic Ltd. was that the small shareholder chosen by the company had close nexus with Unifi since he was an employee there, for being a director on their board. However, they don’t take into consideration the important steps to protect the interests of the shareholders. Thus, the right given to them under section 151 of the companies act stands emasculated since the board of a company can step in and reject the proposal at its own discretion.

Efficacy of having small shareholders in the board of directors

With the appointment of small shareholder directors, the shareholders can finally assert their power as “the owners of the company to increase its efficiency.” Having some control on the board will not only influence the behaviour of the company but also cover a broad spectrum of activities. It will further help in the governance of the company, ensure fair treatment of all shareholders and will also increase the value of the company over time. As a result, it will benefit the company by improving the legal environment, shareholder democracy and increasing shareholder participation. Another reason why the potential need of small shareholder participation is required in the board of directors is that if the majority directors do not act in company’s interest then as owners of the company the shareholders can raise their voice against it through the director appointed by them under section 151 of the companies Act, 2013.

Conclusion

With no seat given to the small shareholders in the board by any company when proposed by them, section 151 of Companies Act, 2013 stands emasculated. Having small shareholders on the board is very effective for the company since they are the investors of the company and therefore they have all the more reason to work for the welfare of the company. Moreover, having shareholders on the board will give rise to shareholder participation since more people will be willing to invest in a company where they have ownership and control, both simultaneously. Therefore, it won’t be harmful to the company to have both ownership and control lying with the same body rather it would prove effective since the shareholders have put everything at stake would have a proper incentive to work for the benefit of the company.

Bibliography

Foss v. Harbottle, 67 ER 189 (1843).

Jayshree P. Upadhyay, Sebi: Independence of independent directors remains a key concern (Nov. 27, 2019, 11:00 PM)file:///Assessing the rationale and efficacy of Board Diversification/ Woman Directors, Small Shareholders and Nominee Directors.

Jeff Green, Goldman to refuse IPOs if all Directors are white, straight men, Bloomberg (Jan. 24, 2020, 06:01 AM), https://ift.tt/2sWfk9u.

Rajahmundry Electric… v. A. Nageswara Rao And Others, (1956) AIR 213 (India).

Rajesh Kumar, The rise of the minority shareholder ( Aug. 2, 2013, 6:10 PM), https://ift.tt/3apSDM3.

S. Sadhana et al., A study on the Oppression of the Minority Shareholders in India with Reference to the Majority Rule, 17 ISSN. 888, 887-901 (2018).

Sachin P Mampatta, Five years on, Sec. 151 on small-shareholder directors makes little headway (June 29, 2019, 23:27), https://ift.tt/2XdKQhe.

Shanti Prasad Jain v. Kalinga Tubes Ltd, (1965) AIR 1535 (India).

Soumyadri Chattopadhyay & Niharika Mepani, Right to appoint a small shareholder’s director- looking through the lens of the UNIFI- Alembic Episode (Aug. 11, 2017, 6:42 PM), https://ift.tt/2XVXujb.

Sri Ramadas Motor Transport Ltd… v. Tadi Adinarayana Reddy And Ors, (1997) 3 SCR 1160 (India).

Sunita Upendra Sharma, A Study of Small Shareholder’s Attitude towards Small-shareholder Activism, Indian Journal of Corporate Governance 9 (1). 75, 67-82 (2016).

The Companies Act, 1956, No. 18, Acts of Parliament, 1956 (India).

The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India).

V. N. Bhajekar v. K.M. Shinkar, (1934) 36 BOMLR 483 (India).

LawSikho has created a telegram group for exchanging legal knowledge, referrals and various opportunities. You can click on this link and join:

https://t.me/joinchat/J_0YrBa4IBSHdpuTfQO_sA

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