Inox Leisure (Delisted) MD, chairman, board of directors and AGM

BSE: 532706Entertainment

Last traded ₹508.85 on 16 Feb 2023

Delisted on 29 Mar 2023.

Inox Leisure AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.Inox Leisure share news and announcements

Meeting called by the tribunal, 12 Oct 2022

Present: 3 promoters and 57 others.The company's voting result (opens in a new tab)

  1. To approve the proposed Scheme of Amalgamation of INOX Leisure Limited with PVR Limited and their respective shareholders and creditors (‘Scheme’) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.MoreLess
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 79.19% · promoters 100.00% · institutions 72.45% · other public 25.13%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 23 Sep 2022, 3 resolutions

Present: 1 promoter and 60 others.The company's voting result (opens in a new tab)

  1. Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2022, the reports of the Board of Directors and Independent Auditors thereon.MoreLess
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 76.72% · promoters 100.00% · institutions 67.59% · other public 23.19%

  2. Re-appointment of Mr. Vivek Kumar Jain n(DIN: 00029968) as a Director of the Company, retiring by rotation and being eligible, offers himself for re-appointment.n
    Ordinary
    84.02% for15.98% against

    Against: promoters 0.00% · institutions 40.88% · other public 0.01%

    Turnout: all 76.72% · promoters 100.00% · institutions 67.59% · other public 23.19%

  3. Re-appointment of M/s Kulkarni & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.
    Ordinary
    98.81% for1.19% against

    Against: promoters 0.00% · institutions 3.05% · other public 0.01%

    Turnout: all 76.72% · promoters 100.00% · institutions 67.59% · other public 23.19%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 22 Sep 2021, 3 resolutions

Present: 2 promoters and 72 others.The company's voting result (opens in a new tab)

  1. To consider and adopt: a. The Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2021, the reports of the Board of Directors and Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2021 and the report of the Auditors thereon.MoreLess
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.07%

    Turnout: all 73.53% · promoters 100.00% · institutions 67.71% · other public 13.28%

  2. To appoint a Director in place of Mr. Pavan Jain (DIN: 00030098), who retires by rotation and being eligible, offers himself for reappointment.
    Ordinary
    93.38% for6.62% against

    Against: promoters 0.00% · institutions 17.44% · other public 0.09%

    Turnout: all 73.55% · promoters 100.00% · institutions 67.75% · other public 13.28%

  3. To approve payment of Remuneration to Non-executive Director/(s) of the Company
    Special
    91.22% for8.78% against

    Against: promoters 0.00% · institutions 23.13% · other public 0.14%

    Turnout: all 73.55% · promoters 100.00% · institutions 67.75% · other public 13.28%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 9 May 2021, 1 resolution

The company's voting result (opens in a new tab)

  1. To consider and authorise issuance of Equity Shares / Other Securities up to Rs. 300 Crore
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.06%

    Turnout: all 75.47% · promoters 100.00% · institutions 68.55% · other public 14.90%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 23 Sep 2020, 5 resolutions

Present: 2 promoters and 75 others.The company's voting result (opens in a new tab)

  1. To consider and adopt: na. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2020, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2020 and the report of the Auditors thereonMoreLess
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 81.03% · promoters 100.00% · institutions 81.58% · other public 15.94%

  2. To appoint a Director in place of Mr. Siddharth Jain (DIN: 00030202), who retires by rotation and being eligible, offers himself for reappointment.
    Ordinary
    99.93% for0.07% against

    Against: promoters 0.00% · institutions 0.22% · other public 0.00%

    Turnout: all 81.04% · promoters 100.00% · institutions 81.59% · other public 15.94%

  3. To consider and approve the appointment of Mr. Vishesh Chander Chandiok (DIN: 00016112) as Independent Director of the Company.
    Ordinary
    99.28% for0.72% against

    Against: promoters 0.00% · institutions 2.19% · other public 0.00%

    Turnout: all 81.04% · promoters 100.00% · institutions 81.59% · other public 15.94%

  4. To consider and approve shifting of Registered Office from the “State of Gujarat” to the “State of Maharashtra”.
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 81.04% · promoters 100.00% · institutions 81.59% · other public 15.94%

  5. To consider and authorise issuance of Equity Shares / Other Securities up to Rs. 250 Crore.
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 81.04% · promoters 100.00% · institutions 81.59% · other public 15.94%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 18 Sep 2019, 6 resolutions

Present: 2 promoters and 69 others.The company's voting result (opens in a new tab)

  1. Adoption of:na. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2019, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2019 and the report of the Auditors thereon.MoreLess
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.54% · promoters 100.00% · institutions 79.38% · other public 43.23%

  2. Appointment of a Director in place of Mr. Deepak Asher (DIN: 00035371), who retires by rotation and being eligible, offers himself for re-appointment.
    Ordinary
    99.25% for0.75% against

    Against: promoters 0.00% · institutions 2.42% · other public 0.00%

    Turnout: all 84.54% · promoters 100.00% · institutions 79.39% · other public 43.23%

  3. To approve the payment of professional fees to Mr. Deepak Asher (DIN: 00035371), Non-executive Director of the Company.
    Special
    90.87% for9.13% against

    Against: promoters 0.00% · institutions 30.88% · other public 0.00%

    Turnout: all 83.08% · promoters 100.00% · institutions 74.94% · other public 43.23%

  4. To consider and approve payment of remuneration to Mr. Pavan Jain, Chairman and Non-Executive Director of the Company for the Financial Year 2018-19.
    Special
    97.57% for2.43% against

    Against: promoters 0.00% · institutions 7.76% · other public 0.00%

    Turnout: all 82.99% · promoters 100.00% · institutions 79.39% · other public 33.15%

  5. To consider and approve payment of remuneration to Mr. Siddharth Jain, Non-Executive Director of the Company for the Financial Year 2019-20.
    Special
    98.66% for1.34% against

    Against: promoters 0.00% · institutions 4.31% · other public 0.00%

    Turnout: all 83.62% · promoters 100.00% · institutions 79.39% · other public 37.21%

  6. To consider and approve re-appointment of Ms. Girija Balakrishnan (DIN: 06841071) as an Independent Director for a period of 5 consecutive years from 3rd December, 2019 to 2nd December, 2024.
    Special
    98.37% for1.63% against

    Against: promoters 0.00% · institutions 5.29% · other public 0.00%

    Turnout: all 84.54% · promoters 100.00% · institutions 79.39% · other public 43.23%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Extraordinary general meeting, 29 Nov 2018, 2 resolutions

Present: 2 promoters and 51 others.The company's voting result (opens in a new tab)

  1. Issue of Equity Shares on Preferential Basis to the Promoters of the Company
    Special
    99.69% for0.31% against

    Against: promoters 0.00% · institutions 0.14% · other public 2.54%

    Turnout: all 80.35% · promoters 100.00% · institutions 65.50% · other public 53.49%

  2. Approval of Material Related Party Transaction
    OrdinaryPromoters have an interest in it
    98.98% for1.02% against

    Against: promoters 0.00% · institutions 0.14% · other public 11.99%

    Turnout: all 24.79% · promoters 0.00% · institutions 65.50% · other public 11.32%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 31 Aug 2018, 6 resolutions

Present: 2 promoters and 30 others.The company's voting result (opens in a new tab)

  1. Adoption of:na. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2018 and the report of the Auditors thereon.MoreLess
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 79.43% · promoters 100.00% · institutions 67.86% · other public 42.94%

  2. Appointment of a Director in place of Mr. Vivek Jain (DIN: 00029968), who retires by rotation and being eligible, offers himself for re-appointment.
    Ordinary
    93.39% for6.61% against

    Against: promoters 0.00% · institutions 21.91% · other public 0.00%

    Turnout: all 78.53% · promoters 100.00% · institutions 67.86% · other public 37.50%

  3. Re-appointment of Mr. Haigreve Khaitan (DIN: 00005290) as an Independent Director for a period of 5 consecutive years from 1st April, 2019 to 31st March, 2024.
    Special
    93.47% for6.53% against

    Against: promoters 0.00% · institutions 21.91% · other public 0.00%

    Turnout: all 79.43% · promoters 100.00% · institutions 67.86% · other public 42.94%

  4. Re-appointment of Mr. Amit Jatia (DIN: 00016871) as an Independent Director for a period of 5 consecutive years from 1st April, 2019 to 31st March, 2024
    Special
    94.06% for5.94% against

    Against: promoters 0.00% · institutions 18.12% · other public 0.00%

    Turnout: all 82.94% · promoters 100.00% · institutions 77.94% · other public 42.94%

  5. Re-appointment of Mr. Kishore Biyani (DIN: 00005740) as an Independent Director for a period of 5 consecutive years from 1st April, 2019 to 31st March, 2024.
    Special
    99.47% for0.53% against

    Against: promoters 0.00% · institutions 1.61% · other public 0.00%

    Turnout: all 82.94% · promoters 100.00% · institutions 77.94% · other public 42.94%

  6. Approval of payment of Remuneration to Non-executive Directors of the Company
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 82.94% · promoters 100.00% · institutions 77.94% · other public 42.94%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.

Mutual fund votes, meeting of 12 Oct 2022, 10 fund houses

  • To approve the proposed Scheme of Amalgamation of INOX Leisure Limited with PVR Limited and their respective shareholders and creditors (‘Scheme’) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.MoreLess
    10 for0 against

Mutual fund votes, meeting of 23 Sep 2022, 10 fund houses

  • Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2022, the reports of the Board of Directors and Independent Auditors thereon.MoreLess
    10 for0 against
  • Re-appointment of Mr. Vivek Kumar Jain n(DIN: 00029968) as a Director of the Company, retiring by rotation and being eligible, offers himself for re-appointment.n
    Against Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund
    • Baroda BNP Paribas Mutual FundLow attendance & 2 Full-time positions
    • DSP Mutual FundVivek Kumar Jain, 67, is part of the promoter group and the Managing Director of Gujarat Fluorochemicals Limited. He has attended 17% (1 out of 6) board meetings held in FY22 and 31% (5 out of 16) board meetings held over the last three years. We expect directors to take their responsibilities seriously and attend all board meetings, and at the very least 75% of the board meetings over a three-year period.
    • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent and where board chair is an executive or the promoter.
    • Nippon India Mutual FundLow Attendance
    6 for4 against
  • Re-appointment of M/s Kulkarni & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.
    Against Nippon India Mutual Fund
    • Nippon India Mutual FundInadequate disclosure
    9 for1 against
6 earlier meetings

Mutual fund votes, meeting of 22 Sep 2021, 8 fund houses

  • To consider and adopt: a. The Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2021, the reports of the Board of Directors and Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2021 and the report of the Auditors thereon.MoreLess
    8 for0 against
  • To appoint a Director in place of Mr. Pavan Jain (DIN: 00030098), who retires by rotation and being eligible, offers himself for reappointment.
    Against HSBC Mutual Fund, Nippon India Mutual Fund
    • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (based on reclassification), and the nominee is a non-independent director nominee to the board.
    • Nippon India Mutual FundLow attendance
    6 for2 against
  • To approve payment of Remuneration to Non-executive Director/(s) of the Company
    Against DSP Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund
    • DSP Mutual FundThe company received approval for payment of commission upto 1% of net profits to Non-Executive directors for five years at the 2018 AGM w.e.f. 1 April 2018. The company has now sought approval to pay remuneration to Non-Executive Directors, which shall be higher of Rs. 15.0 mn or 5% of net profits from FY22 to FY24. We understand that the company is incurring losses currently on account of the COVID-19 pandemic affecting operations. Notwithstanding, there is no absolute cap to the remuneration payable to Non-Executive Directors, which may range upto 5% of net profits: this may be a high number if the company returns to profitability over the next three years.
    • HSBC Mutual FundA vote AGAINST this resolution is desired as this is a case of Non-Executive Directors participating in incentive schemes, which should be dissuaded.
    • Nippon India Mutual FundNo Absolute Cap on remuneration
    5 for3 against

Mutual fund votes, meeting of 9 May 2021, 8 fund houses

  • To consider and authorise issuance of Equity Shares / Other Securities up to Rs. 300 Crore
    7 for0 against

    1 abstained

Mutual fund votes, meeting of 23 Sep 2020, 8 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • To consider and adopt: na. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2020, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2020 and the report of the Auditors thereonMoreLess
    6 for0 against

    1 abstained

  • To appoint a Director in place of Mr. Siddharth Jain (DIN: 00030202), who retires by rotation and being eligible, offers himself for reappointment.
    7 for0 against

    1 abstained

  • To consider and approve the appointment of Mr. Vishesh Chander Chandiok (DIN: 00016112) as Independent Director of the Company.
    7 for0 against

    1 abstained

  • To consider and approve shifting of Registered Office from the “State of Gujarat” to the “State of Maharashtra”.
    7 for0 against

    1 abstained

  • To consider and authorise issuance of Equity Shares / Other Securities up to Rs. 250 Crore.
    7 for0 against

    1 abstained

1 proposal not matched to one resolution
  • Accept Financial Statements and Statutory Reports
    1 for0 against

Mutual fund votes, meeting of 18 Sep 2019, 6 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Adoption of:na. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2019, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2019 and the report of the Auditors thereon.MoreLess
    5 for0 against
  • Appointment of a Director in place of Mr. Deepak Asher (DIN: 00035371), who retires by rotation and being eligible, offers himself for re-appointment.
    6 for0 against
  • To approve the payment of professional fees to Mr. Deepak Asher (DIN: 00035371), Non-executive Director of the Company.
    Against DSP Mutual Fund, HSBC Mutual Fund
    • DSP Mutual FundDeepak Asher is Group Head (Corporate Finance) of the Inox group. The nature and quantum of Deepak Asher’s pay is more in line with executive directors - if annualised his pay is higher than the company’s executive directors. We believe, non-promoter non-executive directors whose pay structures make their roles appear more executive in nature or where remuneration is higher than the senior leadership, may have material implications for the chain of command within and outside the organization.
    • HSBC Mutual FundA vote AGAINST this resolution is warranted given that the unusual remuneration arrangement with a non-executive director could compromise his fiduciary duties to shareholders.
    3 for2 against

    1 abstained

  • To consider and approve payment of remuneration to Mr. Pavan Jain, Chairman and Non-Executive Director of the Company for the Financial Year 2018-19.
    Against HSBC Mutual Fund
    • HSBC Mutual FundA vote AGAINST this resolution is desired as this is a case of Non-Executive Director participating in incentive schemes, which should be dissuaded.
    5 for1 against
  • To consider and approve payment of remuneration to Mr. Siddharth Jain, Non-Executive Director of the Company for the Financial Year 2019-20.
    Against HSBC Mutual Fund
    • HSBC Mutual FundA vote AGAINST this resolution is desired as this is a case of Non-Executive Director participating in incentive schemes, which should be dissuaded.
    5 for1 against
  • To consider and approve re-appointment of Ms. Girija Balakrishnan (DIN: 06841071) as an Independent Director for a period of 5 consecutive years from 3rd December, 2019 to 2nd December, 2024.
    6 for0 against
1 proposal not matched to one resolution
  • Accept Financial Statements and Statutory Reports
    1 for0 against

Mutual fund votes, meeting of 29 Nov 2018, 4 fund houses

  • Issue of Equity Shares on Preferential Basis to the Promoters of the Company
    Against PGIM India Mutual Fund
    • PGIM India Mutual FundGovernance concern: Excessive dilution to the shareholding of existing public shareholders
    3 for1 against
  • Approval of Material Related Party Transaction
    Against PGIM India Mutual Fund
    • PGIM India Mutual FundGovernance concern: Excessive dilution to the shareholding of existing public shareholders
    3 for1 against

Mutual fund votes, meeting of 31 Aug 2018, 4 fund houses

  • Adoption of:na. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2018 and the report of the Auditors thereon.MoreLess
    3 for0 against

    1 abstained

  • To approve the Scheme of Amalgamation (Merger by Absorption) between Swanston Multiplex Cinemas Private Limited the Transferor Company and INOX Leisure Limited, the Transferee Company.
    3 for0 against
  • Appointment of a Director in place of Mr. Vivek Jain (DIN: 00029968), who retires by rotation and being eligible, offers himself for re-appointment.
    Against PGIM India Mutual Fund
    • PGIM India Mutual FundPoor attendance record.
    2 for1 against

    1 abstained

  • Re-appointment of Mr. Haigreve Khaitan (DIN: 00005290) as an Independent Director for a period of 5 consecutive years from 1st April, 2019 to 31st March, 2024.
    Against PGIM India Mutual Fund
    • PGIM India Mutual FundProposed tenure will lead to total tenure of more than 10 years and pecuniary relationship with the Company.
    2 for1 against

    1 abstained

  • Re-appointment of Mr. Amit Jatia (DIN: 00016871) as an Independent Director for a period of 5 consecutive years from 1st April, 2019 to 31st March, 2024
    Against PGIM India Mutual Fund
    • PGIM India Mutual FundProposed tenure will lead to total tenure of more than 10 years and poor attendance record.
    3 for1 against
  • Re-appointment of Mr. Kishore Biyani (DIN: 00005740) as an Independent Director for a period of 5 consecutive years from 1st April, 2019 to 31st March, 2024.
    Against PGIM India Mutual Fund
    • PGIM India Mutual FundProposed tenure will lead to total tenure of more than 10 years.
    3 for1 against
  • Approval of payment of Remuneration to Non-executive Directors of the Company
    4 for0 against

Each fund house counted once, from its own disclosure; the reasons are its own words.