Draft | Delhi HC Allows Bina Modi To Cast Vote In Godfrey Phillips India’s Annual General Meeting
The family dispute between Samir Modi, Lalit Modi, and their mother, Bina Modi, centers on a potential inheritance valued between Rs 11,000 and 30,000 crore. In an earlier interview, Samir Modi expressed his willingness to resolve the family conflict while criticizing the current board as ineffective. He also described his mother as a ‘dictator,’ raising concerns about the business’s future under what he considered inexperienced leadership.
The Delhi High Court, recently, permitted Bina Modi to vote at Godfrey Phillips India’s Annual General Meeting (AGM), rejecting Ruchir Modi’s (son of Lalit Modi) plea to prevent her from voting on behalf of the KK Modi Family Trust for her reappointment as Managing Director.
“In case a direction is passed, at any stage of this Suit, that her appointment as a Managing Director of GPIL was against the terms of the Trust Deed or the Trust Act, she shall immediately tender her resignation from the said position and not claim any equity only because of the dismissal of the present application”, the bench of Justice Navin Chawla held.
Ruchir Modi filed a suit seeking a permanent and mandatory injunction to remove Bina Modi from the office of Managing Trustee of the K.K. Modi Family Trust and restrain her from interfering in any manner in its affairs. Ruchir Modi also sought a declaration to declare that Bina Modi was acting in breach of trust and fiduciary duties.
The court's decision came amid the company's ongoing boardroom conflict. The AGM, scheduled for September 6, 2024, was significant as Bina Modi’s reappointment as Managing Director required a 75% majority vote, making her vote crucial.
The KK Modi Family Trust owns 47.5% of the company, while Philip Morris International holds just over 25%. With Bina Modi’s voting rights secured, Samir Modi faced the risk of being removed from his position.
Additionally, the court instructed Bina Modi to submit a half-yearly affidavit detailing the remuneration and benefits she received as Managing Director, ensuring transparency per corporate governance standards and her fiduciary responsibilities to the Family Trust and the company.
For Plaintiff: Senior Advocate Harish N Salve with Advocate Anuradha Dutt, Swadeep Hara, Haaris Fazili, Chaitanya Kaushik, Priyanka, M.P, Kunal Dutt, Avinash K Singh and Prachi Pandey
For Defendant: Senior Advocates Kapil Sibal and Akhil Sibal with Advocates Amita Gupta, Shikha Tandon, Kamakshi Puri, Zaid Drabu, Sejal Sethi, Manthan Nagpal, Adhiraj Chauhan, Aparajita Jamwal, Surabhi Khattar, Jahnavi Sindhu and Krishnesh Bapat
Case Title: Ruchir Modi v Bina Modi & Ors. (CS(OS) 493/2024)
[Inputs: Financial Express]