Shareholders approve controversial resolutions by Sterling and Wilson Power

MUMBAI: The controversial resolutions by Sterling and Wilson Power (SWSL), pertaining to reappointment of Pallon Mistry and Keki Elavia as director and independent director, respectively, to the board and inter related party transactions (RPTs) for an indefinite number of years, were approved by shareholders in its third annual general meeting after clarifications from the company.

Most of the proxy advisory firms recommended shareholders to vote against these resolutions.

A key and critical outcome of the AGM was the approval by the shareholders for the company’s RPTs, wherein the promoter shareholders were not entitled to vote. It was left to the non-promoter shareholders, including the retail shareholders, to take a view on the matter. All proxy advisory firms recommended shareholders to vote against this resolution. About 74 per cent of the institutional investors voted in favour of the resolution while the rest voted against.

Prior to the AGM, SWSL had clarified the requirement of such a resolution by emphasizing that Shapoorji Pallonji and Company (SPCPL), through its various SPVs/group companies, is involved as a developer in several solar parks as an EPC contractor for several hybrid energy projects.

It further said SWSL bids for these contracts on arm’s length basis and has been successful in winning and executing several of the marquee and prestigious projects over the past few years. In addition, wherever SWSL does not possess the required pre-qualification in terms of tender requirements, SPCPL and/ or its group companies become a consortium member to enable SWSL to participate in the bids jointly.

The company also said that with several global projects coming with energy storage requirements, SWSL is likely to benefit from having this expertise within the promoter group.

“Hence, the proposed limit in the shareholders resolution has been set out in order to enable SWSL to capitalise on all such possible growth opportunities and to avoid the possibility of not being able to participate in a bid on account of the value of such transaction crossing the limit prescribed under law,” the clarification stated.

With regards to Pallon Mistry’s reappointment, the company said that Pallon brings his experience and strategic vision being on the board of several companies of the Shapoorji Pallonji group. Pallon in his several interactions at the board has shown keen insight and his knowledge of the global markets and opportunities has been important while creating our international strategy, according to the company.

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