Shareholders of Britannia Industries Ltd. have voted against a resolution to authorise the board to make investments worth up to Rs 5,000 crore.
A special resolution for approval to increase limits for making investments, loans, special guarantees and security was "not passed with requisite majority" at the company's annual general meeting, according to a regulatory filing dated June 29, 2022.
The Companies Act, 2013, mandates that a special resolution needs to be passed by a super majority, which refers to at least 75% of the members voting in favour of it.
Britannia's special resolution received only 73.35% of the total 19.60 crore votes polled, while 26.64% of votes were against the proposal. In the AGM, 71.13% of public institutions and 70.86% non-public institutions voted against the proposal for making investments, loans, special guarantees and security of up to Rs 5,000 crore. However, it received 100% support from the promoter and promoter group.
The two other special resolutions -- approval of remuneration to Chairman Nusli Wadia and reappointment of Keki Elavia as an independent director -- were passed.
59.31% of public institutions and 59.90% of public non-institutions voted against the proposal to hike Wadia's remuneration. It was passed with 76.94% of the total votes polled, with the help of promoters and some other investors.
Wadia's remuneration of Rs 7.33 crore was 50% more than the total annual remuneration payable to all non-executive directors for 2021-22.
Shareholders also passed three ordinary resolutions with the requisite majority, including appointing a director in place of Ness Wadia, who retires by rotation.
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