Boardroom Banter

In the fanciful world of corporate India, where balance sheets swing to the beat of market sentiments and AGMs tend to play out like scripted plays, occasionally a wild card enters the scene, shifting the limelight onto the underdog heroes of governance: the shareholders. It’s a little like that surprise wedding guest grabbing the microphone and singing a song, off-tune maybe, but hard to ignore. That was the action at the recent virtual Annual General Meeting of GKB Ophthalmics Ltd., when one shareholder’s impassioned monologue went viral, combining biting criticism with witty asides, and reducing the internet to giggles. And as we laugh at the sight, it is a charming reminder that in the opera of commerce, even the softest of whispers can reach a high note, reminding us all to listen in to the harmony of accountability.

GKB Ophthalmics, a BSE-listed jewel among ophthalmic lenses, has been weaving its story since 1981 under the guiding hand of its founder, Chairman, and Managing Director, Mr. K.G. Gupta. With more than four decades of experience, the firm exports single-vision plastic and mineral lenses to distant markets such as the Middle East, Europe, the US, and Africa. Its array consists of subsidiaries and strategic joint ventures, including partnerships with Spain’s Indo for ophthalmic equipment, making it a participant in a competitive global market. However, similar to most mid-cap companies riding out economic tempests, GKB has also experienced its own share of turbulence. Consolidated net sales grew significantly to Rs 31.02 crore during the March 2025 quarter, a year-over-year rise of 43.91% but profitability remained elusive with a net loss of Rs 10.18 million. Share patterns are a story of resilience through adversity: down 32.27% over the last twelve months, but up 10.51% in the previous quarter. In an industry where giants such as Bausch & Lomb boast gross margins of 60%, GKB’s 33% has shareholders questioning the small print.

Things were played for laughs at the AGM on what we can estimate to have been around August 23, 2025, when Mr. Abhishek Kalra, with exactly one share, hijacked his one-minute time slot like a stand-up comedian trying out new material. He blasted international forays for not paying dividends while Mr. Gupta had legendary experience, interspersed a spiritual fable of the karmic debts owed, and served up the punchline: “When your funeral cortege goes by, not even ten shareholders will be behind you.” Topping it with a 10-day notice of resignation, Kalra’s act evoked a calm inquiry from Mr. Gupta regarding his shareholding, unveiling the lonely share that set social media buzzing. On social media, the users anointed it a “single-share savage roast,” making a governance complaint into viral gold. It’s the business version of a butterfly beating its wings and causing a storm; chaos theory in pinstripes, in which one small stake releases a whirlwind of thought.

As someone who has recently navigated the rigorous independent directors’ exam and having gained entry into the Indian Institute of Corporate Affairs’ Bank of Independent Directors, a prelude to that maiden boardroom summons, I follow these events with a mix of amusement and analytical fervor. My training has instilled a deep appreciation for the governance framework under the Companies Act, 2013, which democratizes the boardroom by empowering every shareholder to question, vote, and propose resolutions. This isn’t just legalese; it’s the pulse of ethical capitalism. With retail investor participation exploding-over 10 crore demat accounts by 2025, such activism is no longer a whisper but a chorus, amplified by digital tools like SEBI’s e-voting platforms. Across the world, activism, too, increased marginally in 2024, focusing on operations and strategy in the face of economic uncertainty. Kalra’s individual, flamboyant as it was, follows suit, translating disappointments with performance into calls for accountability; a reminder that shareholders are co-owners, not mere spectators.

But this power has a script of balance, or the drama turns to farce. India’s corporate history is full of activism that has sharpened governance without ruffling too many feathers. Remember the 2016 Tata-Mistry imbroglio: Cyrus Mistry’s removal from Tata Sons triggered shareholder motions and court dramas, ultimately strengthening governance standards in the conglomerate. Institutional investors played the role of umpires, driving transparency that worked for everyone. In 2021, Invesco’s stake in Zee Entertainment sparked a push for board overhauls during a proposed Sony merger, bolstering minority protections and influencing regulatory evolution. Back in 2014, Maruti Suzuki’s minority shareholders, led by heavyweights like LIC, thwarted a parent-company plant proposal in Gujarat, negotiating fairer terms that preserved value.

Recent refrains add depth to this melody. In May 2024, shareholders of Nestle India, guided by the likes of InGovern, rejected a royalty hike to its Swiss parent, protecting local interests in a move that boosted investor confidence. The ICICI Securities merger into ICICI Bank in 2024 attracted class-action ire from small holders as a result of alleged undervaluation, which attracted National Company Law Tribunal scrutiny and highlighted collective power. And let us not forget the 2018 ICICI Bank saga. Shareholder calls for investigations into then-CEO Chanda Kochhar’s possible conflicts caused her resignation and strengthened compliance frameworks.

These are not solo notes; they resonate with global tunes. Carl Icahn’s 2014 eBay campaign to spin off PayPal released shareholder billions, demonstrating activism’s value-unlocking ability. Engine No. 1’s 2021 ExxonMobil coup, with a paltry 0.02% holding, removed directors due to climate inaction, merging governance with global good. In Europe, Elliott Management’s 2018 push at Pernod Ricard triggered a `1 billion buyback, efficiencies.

On our own doorstep, activism is turning to ESG themes-environmental stewardship, social justice, transparent governance, with proxy fights rising 20-25% in blue-chip companies. Analogies are plentiful to bring this alive. Shareholder activism is like a diligent gardener, pruning excesses to promote growth-necessary, but overaggressive pruning can inhibit the plant. Or imagine it as India’s democratic election: a Himalayan hamlet may shape national policy with one vote, just as one share tips company strategy. In GKB’s instance, Kalra’s gust of wind underlines genuine concerns such as margin squeezes and geopolitical challenges, but a balanced perspective also praises Mr. Gupta’s grit in keeping exports and jobs going during inflationary waves and supply bottlenecks. Activism succeeds as a dialogue, not a duel. History’s lessons enforce this balance.

 The 2009 dispute between the Ambani brothers over Reliance’s gas holdings made AGMs media spectacle, eroding investor confidence. Studies validate activism’s long-term profit increase but caution against short-term anxiety if mismanaged. Ethical activism, fact-based, with respect, that eschews fireworks works. Pre-AGM dialogues, stakeholder committees, and open reporting can turn potential fireworks into constructive exchanges.

For Jammu and Kashmir’s enterprising investors and entrepreneurs, this is not just entertainment; it’s a blueprint for empowerment. In our region’s special economic context, technologies such as e-voting and virtual AGMs present active engagement opportunities. Explore annual reports, vote with knowledge, sit in on meetings, it’s how we co-author corporate achievement.
Ultimately, the GKB “one-share opera” is a lighthearted interlude in the symphony of India’s governance, and not a finale. It tickles as it teaches: management innovate, shareholders vigilate, and the system balances everything. While we laugh at the absurdity, a small stake hogging the limelight, let us celebrate the harmony it creates to ensure corporate India sings all the right notes for years to come.

Mirza Mohammad Idrees ul Haq Beigh is an Engineer, IP strategist, registered with Indian institute of corporate affairs as an Independent director.