Shareholders of soda ash manufacturer GHCL have rejected a resolution to reappoint its chairman Sanjay Dalmia as a director of the company, with about 32% of the votes polled against the motion. The resolution did not receive the required support, with 67.73% of the total votes in its favour and 32.27% opposing it. It needed to be supported by 75% of the total votes, the company said in a stock exchange update.
Sanjay Dalmia, 79, is the promoter and non-executive chairperson of the company.
All six remaining resolutions — including adoption of audited financial statements, declaration of dividend and reappointment of directors — were passed with more than 99% of the votes, the firm said.
In a note on June 22, proxy advisory firm Institutional Investor Advisory Services (IiAS) had recommended shareholders to vote against the appointment of Dalmia as a director.
“We note that he served as promoter and non-executive chairperson of Golden Tobacco (GTL) till February 10, 2014. As of June 30, 2022, the company held 1.55% of the paid-up share capital of GTL and was classified as a promoter. GTL is undergoing corporate insolvency resolution process. Further, there are multiple litigations against him (Dalmia) in his capacity as promoter of GTL, which are pending before the Gujarat high court, National Company Law Tribunal and others as of date,” IiAS said.
The developments in these matters can “adversely impact” the company, it said.
“Therefore, we raise concern that this could be a potential distraction to the board and him in his ability to execute his responsibilities as a director of the company. We believe he should be reappointed on the board only after these matters have been resolved,” it added.
Dalmia’s continuation on the board after attaining the age of 75 was approved by shareholders in March 2019. Sebi regulations require directors who have attained 75 years to be approved by shareholders through a special resolution.