Delhi High Court allows Bina Modi to vote at Godfrey Phillips AGM amid family feud

The Delhi High Court on Thursday permitted Bina Modi, managing director of tobacco maker Godfrey Phillips India, to exercise her voting rights at the company's annual general meeting (AGM) scheduled for 2.30 pm on 6 September.

The court dismissed pleas by Ruchir Modi and Samir Modi, who sought to prevent her from voting at the AGM. The meeting is likely to go ahead as planned, with significant decisions looming, including the reappointment of Bina Modi as managing director.

The court also clarified that if, at any point during the case, it determines that Bina Modi's appointment as managing director was improper, she will have to resign immediately and won’t be able to claim any equity. This directive should also be communicated at the AGM, the court added. It also directed Bina Modi to file a half-yearly affidavit detailing the remuneration and other benefits she receives as managing director of the company.

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According to media reports, proxy advisory firms Institutional Investor Advisory Services (IiAS) and ISS have advised shareholders to vote against her reappointment, citing concerns about her ability to dedicate enough time to the role owing to her position as chairman and managing director of Indofil Industries Ltd. ISS has also raised concerns about her remuneration, saying it may not be appropriate for a company of this size.

At a crossroads

Godfrey Phillips India is at a crucial juncture as it grapples with leadership and governance issues amid a prolonged family dispute. In June the Delhi High Court issued a notice to Bina Modi on a petition by her grandson, Ruchir Modi, who sought her removal as managing trustee of the KK Modi Family Trust and the appointment of an administrator to oversee the trust.

In his plea, Ruchir Modi had asked the court to direct the administrator to sell the trust’s assets and distribute the proceeds among the four branches of the family. He alleged that Bina Modi and her daughter Charu excluded his family from the trust’s benefits and breached their fiduciary duties as trustees.Ruchir Modi also claimed that Bina Modi had been selling assets without proper oversight, even though the trust deed requires the unanimous consent of the trustees for such decisions.

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In response, Bina Modi argued that Ruchir Modi's claims mirrored those of his father, Lalit Modi, and that he must first withdraw his application from the Supreme Court before pursuing the case in the high court.

The family dispute dates back to 2014, when KK Modi, his wife Bina and their children executed a restated trust deed, consolidating the family's assets to ensure equal distribution among all branches. Since KK Modi's passing, Ruchir and Lalit Modi have been embroiled in legal battles over their exclusion from key roles in family companies, including Godfrey Phillips India and Modicare Ltd.

The outcome of the AGM on 6 September will be pivotal in shaping the future leadership of Godfrey Phillips India, with shareholders now facing a critical decision on Bina Modi's reappointment amid the family feud.

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