GPIL’s Samir Modi pushes for personal votes over trustee block at AGM
The GPIL shareholding by the family is held equally through a trust in which brothers Samir and Lalit (who share the same view) and mother Bina Modi and daughter Charu (who supports her mother) are members.
Samir, in an interview with Business Standard on Monday in Delhi, contended that since each member holds roughly over 12 per cent, they should be allowed to vote individually in the AGM.
Among the contentious resolutions at the AGM is a proposal to retire Samir from the GPIL board on grounds of “misconduct”, the reappointment of Bina as managing director (MD) for another five years, and the induction of sister Charu.
“This family dispute will do no good for anyone. Shareholder value will deteriorate, so will the company culture, and it will affect employees. As there is no unanimity among us four, what we have pleaded is that each of us be allowed to vote as individuals in the AGM with around 12 per cent share each, rather than my mother as management trustee voting as a block of 47 per cent,” says Samir.
The plea on the voting method will be decided in court, where hearings are ongoing.
Samir says that his removal as director, despite having a tenure until September 2026, will require 51 per cent of the shareholders agreeing at the AGM. Charu, he says, will require 75 per cent endorsement to be inducted into the board as executive director, while his mother will require the same percentage of votes to be reappointed as MD of GPIL.
The other major shareholder is Philip Morris, which holds a 25 per cent share in GPIL. However, Samir says they have generally abstained from contentious issues related to the family. The rest is held by the public, public institutions, and private equity funds.
Samir points out that he wants the board to clarify the reason for his ouster. He says: “The question I have raised is, please tell me why you want to remove me from the board. After all, I was previously seen as a star performer, growing the business and even starting new ventures for the group. The only reason given was misconduct — so is it misconduct for me to raise my voice to the board after being assaulted while trying to enter an audit committee meeting, which I have been attending for a long time?”
Proxy firms like Glass, Lewis & Co. have advised shareholders of GPIL to vote against the proposal to retire Samir from the board. They have contended that they do not find compelling evidence from the board as to why Samir should not be allowed to stand for election.
First Published: Sep 02 2024 | 7:39 PM IST