Shareholders of private sector lender IndusInd Bank, at the annual general meeting (AGM) held on Friday, voted against a resolution that would have allowed the bank’s promoters — IndusInd International Holdings (IIHL) — to appoint two nominee directors to the board.
The proposal was defeated as it received only 46 per cent of the votes, while 54 per cent were cast against it.
Last month, the bank’s board, with the approval of the Reserve Bank of India (RBI), had amended its Articles of Association to empower the promoters to collectively nominate up to two directors on the board, subject to shareholders’ approval. The two directors would have been classified as non-executive, non-independent directors (including nominee directors).
Commenting on the development, Moses Harding, President and Chief Executive Officer of IIHL, said: “We understand that the said resolution in the IndusInd Bank AGM held on Friday was not carried through, although the proposed resolution was in compliance with the applicable laws and governance practices.
“The proxy advisors had raised certain observations regarding the resolution. We believe there has been a misinterpretation, and we will be happy to address the concerns in line with the RBI approval received,” he said, adding that IIHL’s endeavour will be to dispel the concerns raised by the proxy advisors on the matter.
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“Promoters have always kept the interest of shareholders as the primary objective and will continue to do so in the future,” he added.
Other major resolutions, including the appointment of Rajiv Anand as Managing Director and Chief Executive Officer and the issuance of long-term bonds or debt securities on a private placement basis, were approved by shareholders.
Anand has been appointed MD & CEO of the bank for a period of three years, effective 25 August.

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