Over two dozen directors withdraw candidatures during vote
and
Of these, the first two were made by the same teams as the two older hits. The only notable exception was released in February.
Trade experts said the genre is heading for an overkill as filmmakers are trying to cash in on nationalist and majoritarian sentiments without any merit in storytelling. Further, unlike the two older hits, recent films have found no endorsement from the ruling party either. When released in 2022,
had made over ₹240 crore at the box office, while
had crossed the ₹220 crore mark last year. In contrast,
made by director Vivek Agnihotri, managed only ₹6 crore in domestic earnings, while that came less than a year since
made by the same team, earned ₹1.25 crore.
a biopic on former Prime Minister Atal Bihari Vajpayee, ended its theatrical run with ₹8.65 crore this January.
made ₹7.5 crore as of Monday.
“Once something works at the box office, it is bound to become a trend. Like love stories, comedies or action films, it was presumed that controversial subjects too would continue to find draw. This (political films) is a genre that doesn’t require major investment, at a time that star prices are skyrocketing. However, as a rule, such films don’t come with much commercial value,” Pranav Garg, managing director at Maya Palace, a twoscreen cinema in Muzaffarnagar, said. While a certain section of the audience anyway stays away given the majoritarian leanings of such films, trade experts said politically driven films don’t always make for commercially entertaining cinema with songs, action or enough drama that can entice all massmarket audiences. Moreover,
or none of the recent films have found backing from the ruling party, which is prioritizing elections over everything else right now. “The makers were operating with the belief thatthereisaright-wingwavein the country and they could get that push from the government liketheolderfilmsdid.Butthese leaders can’t speak on every film. It doesn’t make sense, and plus,prioritiesaredifferentright now,” said a senior producer on the condition of anonymity. unlike director seeking reappointment, provides consent to the company board’s nomination and remuneration committee, (NRC), which recommends the candidate to the board, and eventually seeks shareholders’ approval. For this reason, a board member withdrawing at the voting stage is surprising.
spoke to four executives, including a former board member, two investors and one corporate governance expert, who pointed out two likely reasons: Disapproval from proxy advisory firms, and a desire to avoid the embarrassment of being rejected by investors. Shroff’s candidature, for instance, had met with disapproval from several proxy advisors.
“Our firm view remains that directors should not be allowed to withdraw once the company sends a notice to shareholders seeking their appointment,” said Amit Tandon, founder and managing director at Institutional Investor Advisory Services (IiAS), a proxy advisory firm.
A board member withdrawing makes the voting process infructuous, and a company does not disclose the voting results for the resolution, despite many investors making their choice.
“Typically, the management may have an indication of the outcome of the voting of the board member seeking appointment,” said V. Balakrishnan, a former chief financial officer and board member at Infosys Ltd. “For enhancing corporate governance, Sebi (Securities and Exchange Board of India) should make it mandatory that all companies disclose the voting outcome of all such appointments, even if someone withdraws. Shareholders will then understand the genuineness of reasons given by directors who opt out, or if a candidate withdrawing was on account of avoiding the public embarrassment of a candidature getting defeated.”
More than half of the candidates who withdrew cited “personal reasons”, without specifying what transpired especially after they had given their nod only six weeks before the company started the process of seeking shareholder approval. Some like Shroff cited professional reasons. One independent director, Manish Chokhani, who withdrew his candidature as an independent director at
Six of the 25 examples of a board member opting out even as shareholders continue to vote
Asian Paints
Re-appointment of independent director Pallavi Shroff
17 Jan 2024 28 Mar 2024 23 Mar 2024
On account of new projects the director's law firm had got
Zee Entertainment Enterprises
Re-appoint of independent director Adesh Kumar Gupta 24 Nov 2023 16 Dec 2023 14 Dec 2023
Personal reasons
Medplus Health Services
Re-appointment of non-executive director Atul Gupta 5 Sep 2023 29 Sep 2023 26 Sep 2023
Withdrawal of nomination by Premji Invest due to reduction in equity shares held
Zee in September 2021 after shareholders completed the voting process, had said that he had stepped down “due to changed life circumstances and
Indostar Capital Finance
Re-appointment of non-executive Munish Dayal 25 Aug 2023 18 Sep 2023 9 Sep 2023
Personal and professional reasons
Dish TV
Appointment of independent director Zohra Chatterji
18 May 2023 19 Jun 2023 2 Jun 2023
Compelling personal reasons
Jaiprakash Associates
Re-appointment of independent director R.K. Singh
1 Sep 2022 24 Sep 2022
21 Sep 2022
Personal reasons perspective post covid”.
According to the four executives cited above, potential rejection by shareholders is a key reason.
Shroff informed that she would not be able to continue for a second term on account of several new projects that her firm has undertaken, leading to enhanced professional and time commitments, Asian Paints said in a stock exchange filing on 23 March. “She has also confirmed that there are no other material reasons for her non-continuation,” it added.
In December last year, Zee’s independent director Adesh Kumar Gupta withdrew citing personal reasons, just three days before the company’s annual general meeting. Even though Zee did not disclose the voting outcome on Gupta’s reappointment, data compiled by proxy advisor IiAS showed that 48.46% of shareholders had rejected his candidature.
An appointment of a director, a special resolution, needs approval from 75% of shareholders.
“The most worrying issue is that it raises questions on the process of electronic voting, and if people, other a company secretary and an independent scrutinizer, are indeed privy to the voting results, then it’s time there is a scrutiny by the market regulator (Sebi),” said a Bengaluru-based investor.
On 17 January, Asian Paints informed shareholders that they could vote on the proposal to reappoint Shroff between 28 February and 28 March. But on 23 March, five days before voting was to end, Asian Paints informed exchanges that Shroff did not seek a second term on account of her law firm getting new projects, leading to “enhanced professional and time commitments”.
Shroff’s reappointment would not have been easy since many large foreign investors have voted against her candidature, according to a Mint review of the votes.
This was after two proxy advisory firms, IiAS and InGovern Research Services, recommended that investors reject her candidature.
“Since the board’s overall independence level does not meet our guidelines, we are voting against all non-independent directors on the ballot, except the CEO. We are not supportive of non-independent directors sitting on key board committees. This director is overboarded,” reasoned British Columbia Investment Management Corp., a Canadian fund that manages $200 billion in assets.
The Vaccine War, made by Vivek Agnihotri, managed only ₹6 crore in domestic earnings