Godfrey Philips shareholders approve reappointment of Bina Modi as MD

Shareholders of cigarette maker Godfrey Phillips India Ltd have approved the special resolution for the re-appointment of Bina Modi as Managing Director of the company with a majority of 86.6 per cent votes.

Moreover, the shareholders of the company also approved the special resolution for the appointment of her daughter Charu Modi and fixing her remuneration with the required votes, according to the scrutiniser's report submitted by the company to bourses.

It also approved the ordinary resolution with a 99.2 per cent vote to keep the vacancy caused by the retirement of Samir Modi, Bina Modi's son, "not to be filled time being".

Godfrey Phillips in a separate filing informed that after the AGM, Samir Modi has ceased to be a director on its board.

"We would like to inform that Samir Kumar Modi has retired by rotation w.E.F completion of the 87th AGM of the company held today. Consequently, Samir Kumar Modi has also ceased to be an executive director of the company with effect from said date," it added.

Bina Modi received 3.79 crore votes, which is 86.6 per cent of the total votes in her favour, while 58.55 lakh votes, 13.35 per cent of the total polled votes were against the resolution.

At the annual general meeting of the company held on Friday, the special business of not filling up the vacancy 'for the time being' caused by the retirement by rotation of Samir Modi was taken up along with the appointment of his sister Charu Modi as an executive director, among others for shareholders' approval.

In her address to the shareholders, Bina Modi said, "This focus on our core business is in consonance with the 'Theory of Core Competency' propagated by the late global management guru Professor CK Prahalad. This strategy has also led us to the closure of our retail business 24 Seven. At times we need to bite the bullet in the long-term interest of the company and shareholders".

In July this year, Godfrey Phillips India (GPI) announced that it was going ahead with plans to exit from retail business operated under the ‘24Seven' brand following the setting aside of an interim injunction on the move by a district court in the capital.

Earlier an injunction order was passed against hiving off the retail business on June 27, 2024, by a city court here over an application filed by its executive director Samir Modi. The injunction order was then set aside by the District Judge of South-East District at Saket Court, New Delhi, in favour of the company.

The company's board had on April 12, 2024, approved exiting from carrying out the retail business division operated under 24Seven, subject to completion of the necessary formalities.

Bina Modi has been involved in a boardroom tussle with her son Samir Modi, who had even accused her of orchestrating an attack on him during the company's board meeting.

He had filed a complaint before the Delhi Police alleging that he was stopped from participating in the board meeting of GPI scheduled on May 30 by Bina Modi's PSO and was "grievously injured" after being assaulted.

The AGM on Friday also took up the special resolution of the re-appointment of Bina Modi as Managing Director and payment of remuneration to her. As her remuneration exceeds the limits of Rs 5 crore or 2.5 per cent of the net profits of the company, GPI requires a special resolution, which has to be passed from a super majority of 75 per cent of the total votes polled.

Last month, US-based proxy advisory firm Glass Lewis had advised the shareholders to vote "against" the special resolution seeking her reappointment as MD observing that there were "no defined performance conditions for the payment of commission".

Godfrey Phillips India is the flagship company of Modi Enterprises. It makes popular cigarette brands like Four Square, Red and White, Cavanders, Tipper and North Pole.

It also manufactures and distributes brand Marlboro under a license agreement with Philip Morris.