Ambuja gets shareholders' nod for raising Rs 20K-cr from Adani group firm
Ambuja Cements has received shareholders’ approval for various proposals that include raising Rs 20,000 crore from a promoter entity and the appointment of Gautam Adani and his elder son Karan Adani on its board.
Shareholders of Ambuja Cements voted for a dozen resolutions at the extraordinary general meeting (EGM) of Ambuja Cements on Saturday. While Gautam Adani was not present, the EGM was chaired by Karan Adani.
The key plans approved included a special resolution proposing to raise Rs 20,000 crore by issuing securities on a preferential basis to Harmonia Trade and Investment, with nearly 91.37 per cent votes polled in its favour, Ambuja Cements said.
Resolutions to appoint Gautam Adani, Karan Adani, two directors and four independent directors on the board of Ambuja Cements were also approved by the shareholders.
The proposal for the appointment of Gautam Adani was approved with an over 96.50 per cent of the valid votes cast in favour, while the appointment of Karan Adani received 99.96 per cent votes, according to the scrutiniser’s report on the voting results.
The shareholder also approved all special resolutions related to the appointment of independent directors with 93-99 per cent votes being cast in favour of the resolutions, the amendment to the Articles of Association (AoA) and the change of its registered office to Ahmedabad-based Adani Corporate House.
Earlier this week, institutional investor advisory firm IiAS had recommended the shareholders of Ambuja Cements to vote against the proposal to raise Rs 20,000 crore from the Adani family firm.
This will be through a preferential allotment of 47.74 crore warrants at a price of Rs 418.87 apiece. It had also advised shareholders to vote against the appointment of Ameet Desai and Purvi Sheth as independent directors.
While the resolution pertaining to the appointment of Desai got the support of over 93 per cent of the votes polled, the appointment of Sheth secured nearly 97.63 per cent votes.
In its voting advisory, IiAS has said, “assuming full conversion of the warrants, the issue will lead to a dilution of 19.4 per cent on the expanded capital base, which is high. Promoter shareholding will increase to 70.3 per cent from the current 63.1 per cent’’.
It added that the issue price is at a discount to the current market price of Ambuja Cements and at an 8.8 per cent premium to the acquisition price from Holcim Group. On Friday, shares of Ambuja Cements had closed at Rs 522.40 on the BSE.
IiAs had also recommended that shareholders vote against the appointment of Desai as an independent director. Desai did not have a cooling-off period.
In the case of Purvi Seth, the report said she serves on the boards of four listed companies and is also the managing director at Shilputsi Consultants. Therefore, her high number of directorships are not in keeping with the spirit of the regulation.