Britannia Industries’ shareholders have voted against a resolution to authorise the board to make investments, give loans and provide guarantees of up to Rs 5,000 crore in the AGM concluded last week. The special resolution for approval to increase limits for making investments, loans, Special guarantees and security was “not Passed with requisite majority,” said a regulatory filing from Britannia Industries on June 29, 2022.
The Companies Act mandates that a special resolution needs to be passed by a super majority, which refers to at least 75 per cent of the members voting in favour of it. It received only 73.35 per cent of the total 19.60 crore votes polled, while 26.64 per cent of votes were against the proposal.
In the AGM, 71.13 per cent of public institutions and 70.86 per cent non-Public institutions voted against the proposal for making investments, loans, Special guarantees and security of up to Rs 5,000 crore. However, it received 100 per cent support from the promoter and promoter group.
The two other special resolutions — approval of remuneration to its Chairman Nusli N Wadia and the re-appointment of Keki Elavia as an Independent Director — were passed. However, 59.31 per cent of public institutions and 59.90 per cent of Public non-institutions voted against the proposal to hike the remuneration to the Britannia Chairman.
It was passed with 76.94 per cent of the total votes polled with the help of promoters and some other investors. A remuneration of Rs 7.33 crore to Wadia was in excess of 50 per cent of the total annual remuneration payable to all non-executive directors for 2021-22.
Shareholders also passed three ordinary resolutions with the requisite majority, including appointing a director in place of Ness N Wadia, who retires by rotation. Britannia, which is expanding its manufacturing facilities — has sought shareholder’s approval of limits for making investments, loans, guarantees and security up to an amount not exceeding Rs 5,000 crore.