Ingovern ups ante against Pallon Mistry
For Sterling and Wilson (S&W) Solar’s upcoming annual general meeting (AGM), proxy advisory firm Ingovern has recommended that shareholders vote against the reappointment of Pallon Mistry as director, among other resolutions. At the centre of Ingovern’s recommendations is an inter-corporate loan extended to promoters prior to the company’s listing. The board had, last week, approved of a oneyear extension to promoters for repayment of pending dues.
S&W Solar will hold its AGM on September 30. On the AGM’S agenda are resolutions for the adoption of accounts, reappointment of Pallon Mistry, and approvals for some material related to party transactions. Ingovern has recommended that the shareholders vote against four of the total seven resolutions.
According to Ingovern, shareholders have been asked to approve related party transactions that include arrangements with Shapoorji Pallonji Group up to a maximum amount of ~1,200 crore from April 1 and every year thereafter. The proxy advisory firm has recommended that shareholders vote against the proposal. “Giving an omnibus approval and handing over powers to the board with such a wide latitude would not be in the interests of minority shareholders,” stated the report.
On Pallon Mistry’s reappointment as director, the advisory firm recommended that shareholders vote against and “hold Mistry, as an interested related party director, responsible for the non-repayment of the loans availed of by the promoter shareholders”.
Ingovern has also recommended that shareholders vote against the adoption of the company’s accounts. The firm said the notice seeking shareholder approval for related party transactions does not recognise the loans to the promoter holding company and group companies as related party transactions. “This is incongruous and does not reflect the true nature of the accounts. We recommend that shareholders vote against the proposal,” said Ingovern. Shareholders on September 30 will also vote on a resolution for the reappointment of Keki Elavia as an independent director of the company. Ingovern in its report said, “We recommend that shareholders hold Elavia responsible for not recognising the loans given to promoter shareholders as related party transaction and for not seeking shareholder approvals for these transactions.”
On Pallon Mistry’s reappointment, the advisory firm advised shareholders to vote against and “hold Mistry, as an interested related party director, responsible for the non-repayment of the loans availed of by the promoter shareholders”