Gokaldas Exports shareholders rejected four special resolutions pertaining to the company’s employee stock ownership plans (ESOPs), one of which was to provide managing director and vice chair Sivaramakrishnan Ganapathi ESOPs worth more than 1 per cent of the company’s equity.
The resolutions were opposed by 37 per cent of participating shareholders, despite 63 per cent of them supporting them. These were exceptional resolutions, and in order to pass, they needed at least three times as many votes in support as against, which was not the case.
Under Section 186 of the Companies Act, 2013, the company proposed four resolutions, including the GEL Employee Stock Option Plan 2024 (ESOP 2024), which would allow up to 2 million options to be issued, extend ESOP 2024 to employees of subsidiary companies, grant the managing director stock options worth more than 1 per cent of issued capital, and raise the limits for loans, investments, and guarantees up to US $ 115.72 million (Rs. 1,000 crore) above regulatory thresholds.
Institutional Investor advising Services (IiAS), an advising firm based in Mumbai, suggested voting against the motions pertaining to ESOPs, arguing that such programs ought to benefit a wide range of workers rather than only senior management.
In order to help shareholders make educated decisions, IiAS recommended that the company reveal specific information about the planned increase in loan, investment, and guarantee restrictions. This information should include recipient companies, the size and nature of their operations, and terms of support.
