pvr: shareholders reject special incentives for PVR chief, co-CEO

Mumbai: Shareholders of India’s biggest multiplex operator PVR last week rejected two resolutions to approve special incentives for its chairman and chief executive Ajay Bijli and co-chief executive Sanjeev Kumar for FY22.

The company sought shareholder approval for the payment of a special incentive of ₹6 crore to Bijli and ₹4 crore to Kumar. This is in addition to a fixed salary of ₹6.42 crore at Bijli and ₹4.43 crore at Kumar for FY22.

About 52% of institutional investors and 25% of non-institutional public investors voted against the special incentive proposals for PVR’s two senior executives. Approximately 64% of shareholders voted in favor of the resolution. A special resolution requires the approval of shareholders holding at least 75% of the total capital.

Promoters, including Bijli, who owned 16.99% of the company as of June 30, voted in favor of the proposals. Foreign and domestic institutional investors held 36.56% and 26.19% of the company’s shares respectively as of June 30, while retail investors held 20.26%.

An email query sent to PVR elicited no response before Sunday’s press time.

Proxy advisory firm Stakeholders Empowerment Services (SES), in a report, had recommended opposing special incentives for Bijli and Kumar, citing the implementation of pay cuts for company employees in during the period up to the half of fiscal year 22.

“SES raises governance concerns against the Nomination and Remuneration Committee (

) because the company on the one hand compensates the performance of the executive director with the payment of a special bonus and on the other hand no such plan for the employees of the company despite constant salary reductions since both past years,” SES said in the report.

PVR reported losses of ₹748 crore in FY21 and ₹488 crore in FY22 as cinema operations were affected due to restrictions imposed by various state governments to curb the spread of the Covid-19 pandemic since March 2020.

PVR’s annual general meeting was held on July 21 with the vote on various resolutions, including the adoption of the audited financial statements and the remuneration of the various directors, which was held between July 18 and 20. While most institutional investors voted against two of the twelve resolutions, the remaining resolutions met with no resistance.

SES, in its previous report, raised concerns about the company’s “unfair compensation practice” in FY20 and FY21. The proxy governance firm said the company was offering normal pay with an increase of 8% per year on the fixed part as minimum remuneration for the executive directors promoters (DE), but on the other hand, laid off employees and reduced their salaries.

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