Shareholders reject key ESOP resolutions at Gokaldas Exports

Shareholders of Gokaldas Exports voted against four special resolutions related to the company’s employee stock ownership plans (ESOPs), including a proposal to grant ESOPs exceeding 1% of equity to its managing director and vice chairperson, Sivaramakrishnan Ganapathi.

Although 63% of participating shareholders supported the resolutions, 37% voted against them. As these were special resolutions, they required at least three times more votes in favor than against to pass.

The company proposed four resolutions: Employee Stock Option Plan 2024 (ESOP 2024), allowing the issuance of up to 2 million options, extension of ESOP 2024 to employees of subsidiary companies, granting stock options exceeding 1% of issued capital to the managing director, and increasing the limits for loans, investments, and guarantees under Section 186 of the Companies Act, 2013, up to Rs 1,000 crore beyond regulatory thresholds.

Mumbai-based advisory firm Institutional Investor Advisory Services (IiAS) recommended voting against the ESOP-related resolutions, stating that such plans should benefit a broad base of employees rather than disproportionately favoring senior management.

“We believe ESOPs should motivate and reward a wider pool of employees, not just a small group at the top. Therefore, we do not support these resolutions,” IiAS noted.

Regarding the proposed increase in limits for loans, investments, and guarantees, IiAS advised the company to disclose granular details, including recipient companies, the size and nature of their operations, and terms of support, to enable shareholders to make informed decisions.