SHAREHOLDERS NIX SALARY DEALS FOR EKTA, SHOBHA
Shobha Kapoor and Ekta Kapoor, managing director (MD) and joint MD, respectively, of media firm Balaji Telefilms, have failed to obtain requisite shareholder votes on resolutions on their remuneration, according to a stock exchange disclosure.
Shobha Kapoor and Ekta Kapoor, managing director (MD) and joint MD of media firm Balaji Telefilms, have failed to obtain requisite shareholder votes on resolutions on their remuneration.
According to a stock exchange disclosure made by the company, the two separate special resolutions on setting their salaries for the next year got 56.77 per cent and 55.45 per cent ‘against’ vote. These resolutions required 75 per cent ‘for’ votes for approval.
The promoter group, which holds a 34.34 per cent stake in the company, abstained from voting on the transaction. A text sent to Ekta didn’t elicit any response. “This is a peculiar case where neither the promoters nor large public shareholders or FIIS have voted. It remains to be seen if there is any clause that prevented the promoters from casting vote on this particular resolution under the share purchase agreement,” said Amit Tandon, founder and MD, Institutional Investor Advisory Services (IIAS).
Reliance Industries, which holds a 24.92 per cent stake in Balaji Telefilms and is classified as a public shareholder, also abstained from voting. Only 207,927 of the total outstanding shares of 101.13 million were polled for the two resolution. Other resolutions floated at the AGM saw participation by the promoter group.
IIAS had recommended its clients to cast ‘for’ votes on both resolutions, despite issuing some concerns. “Shobha Kapoor, MD, was paid ~2.1 crore in FY21 which was 59.7 times the median employee remuneration. We estimate her remuneration at ~2.69 crore, which is in line with peers and reasonable compared to the size and complexity of the business. The firm must disclose the performance metrics used to determine variable pay and cap the commission in absolute amount,” the voting advisory firm had said.
For the year ended March 2021, Balaji Telefilms had posted a net loss of ~120 crore on an income of ~310 crore.
On the Ekta Kapoor’s resolution, IIAS said: “Ekta Kapoor has a poor attendance record, having attended 50 per cent (2 of 4) of the board meetings in FY21, and 75 per cent (9 of 12) board meetings over the last three years. Ekta Kapoor did not receive remuneration from the firm in FY21. Assuming inadequacy of profit in FY22, we estimate her remuneration at ~2.69 crore, which is in line with peers and reasonable compared to the size and complexity of the business. The company must disclose the performance metrics used to determine variable pay and cap the commission in absolute amount.”