Hikal AGM to take up Amit Kalyani reappointment, as proxy firms take sides in family feud

A simmering ownership dispute between Hikal Ltd’s co-promoter families, the Kalyanis and the Hiremaths, has now become a test of boardroom governance, with proxy advisory firms divided over the reappointment of Amit Kalyani, son of Bharat Forge chairman Baba Kalyani, as a non-executive non-independent director.

The matter will be taken up at the pharmaceutical and chemicals manufacturer’s 37th annual general meeting (AGM) on Tuesday.

As per section 152 of the Companies Act, Amit Kalyani retires by rotation at the AGM and being eligible, he has offered himself for a re-appointment. In fact, the board of directors of the company has recommended Kalyani as director of the company.

Kalyani Investment Co. Ltd (KIL), a holding company of the Kalyani group, has moved to defend Amit Kalyani’s reappointment as a non-executive non-independent director on Hikal’s board, pushing back against concerns flagged by proxy advisory firm Institutional Investor Advisory Services (IiAS) even as rival proxy firm Stakeholders Empowerment Services (SES) has supported the move.

An IiAS report dated 11 September had opposed the resolution, while KIL clarified in an exchange filing on Monday that Amit Kalyani, vice-chairman and joint managing director of Bharat Forge, was not a signatory to the family arrangement that is at the centre of a promoter group dispute.

“The said dispute pertains to seeking specific performance of a purported family arrangement of 1994 between two promoter groups. Amit Kalyani is not a signatory or a party to such purported family arrangement. He has been made a party to the dispute solely in his capacity as chairman of Kalyani Investment Co. Ltd and BF Investment Ltd, and director of Hikal,” the filing stated.

At the heart of the dispute is a family feud. On one side is Baba Kalyani and on the other is his sister Sugandha Hiremath and her husband Jaidev Hiremath, founder and executive chairman of Hikal.

In March last year, Sugandha and Jaidev Hiremath filed a petition in the Bombay High Court against Baba Kalyani, demanding enforcement of a family arrangement that required him to transfer his stake in Hikal to the Hiremaths. At the time, Hikal clarified in a stock exchange filing that the suit did not involve any monetary claims against the company, and therefore, it did not anticipate any financial impact in terms of compensation, penalties, or related costs. The matter is pending before the high court.

On the Amit Kalyani reappointment issue, in its report published on 11 September, IiAS noted that Hikal's promoters, the Hiremaths and Kalyanis, are currently involved in a dispute regarding the company’s ownership.

“We expect the promoters to relinquish their board positions, resolve the ownership dispute and then seek (re)appointments to the board again, so as to not impact on the overall functioning and decision-making of the company and to shield the larger shareholder interest from a prolonged promoter dispute. We do not support the resolution” IiAS said in its 11 September report, opposing the reappointment.

It further said that no relief had been sought against Kalyani in the case, no orders had been passed, and no hearing date had been listed on the court portal.

KIL said the reappointment is backed by its 31.36% shareholding in Hikal and is meant to represent the interest of over 26,000 shareholders. It urged IiAS to reconsider its stance, calling the proxy advisor’s recommendation “based on its own interpretation of a dispute” that has seen no material developments.

KIL also highlighted inconsistencies in IiAS’s position, noting that in its September 2023 report, the proxy firm had supported Amit Kalyani’s reappointment despite the same dispute being sub-judice at the time. “There has been no change in the status of the shareholding dispute since then,” the filing said.

“All board decisions are taken in a professional manner and the continuation of Mr. Amit Kalyani as non-executive non-independent director of Hikal cannot be said to impact the overall board functioning and decision-making as mentioned in the IiAS report,” KIL added.

In contrast, proxy advisory firm and stakeholder SES has recommended voting in favour of Amit Kalyani’s reappointment, stating that it found no significant concerns with respect to his profile, time commitments, or attendance.

“SES, so far, has been raising concern against the excessive time commitments held by Mr. Amit Kalyani. However, recently Amit Kalyani resigned from Schaeffler India Ltd with effect from 23 July 2025, citing other professional commitments," SES said, approving the reappointment. "Pursuant to which, now Amit Kalyani is holding six listed directorships, all of which belong to a common promoter group. SES, as a policy, does not raise concern if all the positions by any director are held within a common group. Although six listed directorships does appear stretched, however, since all belong to common group, no major concerns are identified with regard to the time commitments.”