Godfrey Phillips India has scheduled its Ordinary General Meeting for September 6, 2024, at which it has submitted five ordinary agreements and one special agreement to its shareholders for approval.
As Bina Modi’s remuneration exceeds the limits of Rs 5 crore or 2.5 per cent of the company’s net profits, Godfrey Phillips requires a special resolution, which must be approved by a supermajority of 75 percent of the total votes cast.
Opposing the special resolution, Glass Lewis noted that “there are no defined performance conditions for the payment of the commission” to Bina Modi and that her “appointment is as a combined president and CEO.”
“Given our concerns, we do not believe shareholders should support this executive’s proposed appointment and compensation at this time. We recommend that shareholders vote AGAINST this proposal,” the San Francisco, California-based proxy advisory firm said.
Godfrey Phillips India, the flagship company of Modi Enterprises, is currently going through an intense boardroom and succession battle between the camps led by Bina Modi and Samir Modi. Samir Modi is the son of Bina Modi, who heads the company’s board, which has decided not to reappoint or re-elect him as her term ends this year. Samir Modi, who sits on the Godfrey Phillips board as CEO until his retirement, is locked in a fight with his mother.
Earlier in June, he had accused Bina Modi of orchestrating an attack against him and preventing him from participating in the company’s board meeting.
The proxy firm has noted that Godfrey Phillips’ board of directors has concluded that Samir Modi’s actions and performance constitute misconduct, however, there has been no public disclosure from the firm to substantiate any of these claims.
Glass Lewis further said it believes shareholders still have the right to make a decision on Samir Modi’s nomination as a continuing director, and the absence of such a choice sends a “negative signal” to shareholders.
Godfrey Phillips also proposed to appoint Samir’s sister Charu Modi to the company’s board for five years beginning September 7, 2024.
In Godfrey Phillips India, promoters hold 72.58 per cent stake, in which the Modi family holds 47.48 per cent and the remaining 25.10 per cent is owned by Philip Morris Global Brands Inc.
For the financial year ended March 31, 2024, Godfrey Phillips India, which owns cigarette brands such as Four Square, Red and White, Cavanders, Tipper and North Pole, had revenues of Rs 5,274.68 crore.
It also manufactures and distributes the Marlboro brand under a licensing agreement with Philip Morris.
It also operates the 24Seven convenience store chain, which it announced last month would exit its loss-making business.
Last month, Godfrey Phillips had said it would press ahead with plans to exit the retail business operated under the 24Seven brand after a district court in the capital set aside an interim injunction blocking the move.
Earlier, a city court had issued an injunction against the demerger of the retail business on June 27, 2024, following an application filed by Samir Modi.
Disclaimer:
The information contained in this post is for general information purposes only. We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the post for any purpose.
We respect the intellectual property rights of content creators. If you are the owner of any material featured on our website and have concerns about its use, please contact us. We are committed to addressing any copyright issues promptly and will remove any material within 2 days of receiving a request from the rightful owner.