Balaji Telefilms' shareholders reject Ekta, Shobha Kapoor remuneration deal

Shobha Kapoor and Ekta Kapoor, managing director (MD) and joint MD of media firm Balaji Telefilms have failed to obtain requisite  ’ votes on resolutions pertaining to their remuneration.

According to stock exchange disclosure made by the company, the two separate special resolutions on setting their salaries for the next years got 56.77 per cent and 55.45 per cent ‘against’ vote. The resolutions required 75 per cent ‘for’ votes for to be approved.

Interestingly, the promoter group, which holds 34.34 per cent stake in the company, abstained from voting on the transaction.  A text sent to Ekta Kapoor didn’t elicit any response.

“This is a very peculiar case. Where the neither the promoter or large public shareholders or FIIs have voted. It remains to be seen if there is any clause that prevented the promoters from casting their vote on this particular resolution under the share purchase agreement,” said Amit Tandon, founder and MD, Institutional Investor Advisory Services (IiAS).

Reliance Industries, which holds 24.92 per cent stake in Balaji Telefilms and is classified as a public shareholder, also abstained from voting. Only 207,927 out of the total outstanding shares of 101.13 million were polled for the two resolution. Other resolutions floated at the annual general meeting (AGM) saw participation by the promoter group.

IiAS had recommend its clients to cast ‘for’ votes on both the resolution, despite issuing some concerns.

“Shobha Kapoor, MD, was paid Rs 2.1 crore in FY21, which was 59.7 times the median employee remuneration. Assuming inadequacy of profits in FY22, we estimate her remuneration at Rs 2.69 crore, which is in line with peers and reasonable compared to the size and complexity of business. The company must disclose the performance metrics used to determine variable pay and cap the commission in absolute amount,” the voting advisory firm had said.

For the year ended March 2021, Balaji Telefilms had reported a net loss of Rs 120 crore on income of Rs 310 crore.

On the Ekta Kapoor’s resolution, IiAS said, “Ekta Kapoor has a poor attendance record, having attended 50 per cent (2 out of 4) of the board meetings in FY21 and 75 per cent (9 out of 12) board meetings over the last three years. Ekta Kapoor did not receive remuneration from the company in FY21. Assuming inadequacy of profits in FY22, we estimate her remuneration at Rs 2.69 crore, which is in line with peers and reasonable compared to the size and complexity of business. The company must disclose the performance metrics used to determine variable pay and cap the commission in absolute amount.”

The company is a Mumbai-based TV and film production and distribution house.

RIL had acquired 24.9 per cent stake in the company for Rs 413 crore in 2018 at Rs 164 per share.

Shares of Balaji Telefilms last closed at Rs 62 per share on the BSE.