Godfrey Philips shareholders approve re-election of Bina Modi as CEO

Shareholders from the cigarette manufacturer Godfrey Phillips India Ltd They have approved the special resolution for the re-election of Bina Modi as CEO of the company with a majority of 86.6 percent of the votes. In addition, the shareholders of the company also approved the special resolution for the appointment of her daughter Charu Modi and to determine their remuneration with the necessary votes, according to the report of the scrutineer presented by the company to the stock exchanges.

The ordinary resolution to maintain the vacancy caused by the retirement of Samir ModiBina Modi’s son ‘should not fill his time’

Godfrey Phillips in a separate filing reported that after the Annual General MeetingSamir Modi has stepped down as a chairman of its board of directors.

“We would like to inform you that Samir Kumar Modi has retired on a rotation basis with effect from the 87th Annual General Meeting of the Company held today. Accordingly, Samir Kumar Modi has also ceased to be the Chief Executive Officer of the Company with effect from the said date,” it added.

Bina Modi received 3.79 million votes, which is 86.6 per cent of the total votes in her favour, while 58.55 million votes, or 13.35 per cent of the total votes cast, were against the resolution. At the company’s annual general meeting held on Friday, the special issue of not filling the vacancy “for the time being” caused by the rotational retirement of Samir Modi along with the appointment of his sister Charu Modi as the CEO, among others, was taken up for the approval of the shareholders. In her address to the shareholders, Bina Modi said, “This focus on our core business is in line with the ‘Core Competence Theory’ propagated by the late global management guru Professor CK Prahalad. This strategy has also led us to the closure of our retail business 24 Seven. Sometimes we have to bite the bullet in the long-term interest of the company and the shareholders.” In July this year, Godfrey Phillips India (GPI) announced that it would go 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 preventing the move.

Earlier, a city court in this city had issued an injunction against the demerger of the retail business on June 27, 2024, following an application filed by its CEO Samir Modi. The injunction was later set aside by the district judge of the South East District of Saket Court in New Delhi in favour of the company.

The company’s board of directors approved on April 12, 2024 the exit of the retail business division operated under 24Seven, subject to compliance with the necessary formalities.

Bina Modi has been involved in a boardroom feud with her son Samir Modi, who even accused her of orchestrating an attack on him during the company’s board meeting.

He had lodged a complaint with the Delhi Police alleging that Bina Modi’s PSO had prevented him from participating in the GPI board meeting scheduled for May 30 and that he had been “seriously injured” after being assaulted.

The AGM on Friday also took up the special resolution on re-election of Bina Modi as managing director and payment of her remuneration. As her remuneration exceeds the limits of Rs 50 crore or 2.5 per cent of the company’s net profits, GPI is demanding a special resolution, which needs to be passed by an absolute majority of 75 per cent of the total votes cast.

Last month, US-based proxy advisory firm Glass Lewis had advised shareholders to vote “against” the special resolution seeking his re-election as Maryland noting that “there were no defined performance conditions for the payment of the commission.”

Godfrey Phillips India is the flagship company of Modi Enterprises. It manufactures popular cigarette brands such as Four Square, Red and White, Cavanders, Tipper and North Pole.

It also manufactures and distributes the Marlboro brand under a licensing agreement with Philip Morris.