InGovern Research Services, a corporate governance advisory firm, has urged Sanghi Industries’ (SIL) shareholders to vote in favour of all the 11 resolutions, including the appointment of Ajay Kapur as non-executive chairman.
The proxy advisory firm, which also approved the appointment of Sukuru Ramarao as CEO, wanted shareholders to seek clarity on his “time commitment” as he is already a director on the board of 12 other companies. InGovern also green-flagged all other resolutions including appointment of directors and related-party transactions with Ambuja Cements, ACC and Adani Enterprises (AEL).
Earlier in August 2023, ACL, now part of the Adani Group, entered into an agreement to acquire a 56.74% stake in SIL at an enterprise value of `5,000 crore. Later in December that year, Ambuja Cements completed the acquisition of SIL, which had a production capacity of 6.1 million tonnes per annum (MTPA). The open offer by Ambuja Cements to acquire a 26% held by minority shareholders of SIL closed on January 29.
InGovern’s advisory comes ahead of SIL’s EGM convened on February 8. At present, Kapur – who had joined Ambuja Cements in 1993 and has spent more than 25 years in various strategic roles – is the CEO of ACL and ACC. The resolution proposes to name him as a non-executive and non-independent chairman of SIL, effective December 7, 2023.
SIL has also proposed to appoint Ramarao, currently COO in Ambuja Cements, as a director and CEO. While InGovern has a ‘For’ recommendation for Ramarao, it wants shareholders to seek clarification as he is already a director on the board of 12 other companies.
“We recommend shareholders raise this concern so as to ensure his time commitment to SIL. However, given the strong cross linkage between the cement business of the holding company, Ambuja Cements and SIL, and given the fact that no remuneration is recommended to be paid to him from SIL, we recommend shareholders seek clarifications,” it said.
The proxy advisory firm also supported SIL’s resolution to appoint Vinod Bahety – CFO of Ambuja Cements – as a non-executive director and non-independent director. Other resolutions include appointment of Ravi Kapoor, an independent director with Adani Green Energy (UP) since July 2021, as an independent director of SIL.
Apart from a number related party transactions, InGovern also asked shareholders to approve special resolutions including amendments of memorandum and articles of associations.