Murugappa female heir denied board berth in Ambadi Investments

A majority of the shareholders of AIL -- uncles and cousins of Arunachalam -- voted against the resolution proposing her candidature for appointment as a Director of AIL at the AGM held through video-conferencing on Monday morning.

Following the provisions of Section 160 of the Companies Act, Arunachalam had proposed her candidature for the Director's post through a notice to the company on August 5, 2020 along with a deposit of Rs 1,00,000.

As per the results of the resolutions passed at the AGM uploaded on AIL's website, 49 shareholders with voting rights of 91.36 per cent had voted against Arunachalam's appointment as the Director while four shareholders with 8.64 per cent voting rights voted in her favour. There was one invalid vote.

Ambadi Investments owned by the Murugappa Group promoter family is the ultimate holding company of the group.

But a cursory glance at the voting pattern on various other resolutions signals divisions in the Murugappa family.

The resolutions moved for the reappointment of M. M. Venkatachalam and M. A. M. Arunachalam as non-Executive Directors of AIL were opposed by two shareholders with 8.63 per cent voting rights.

Similarly, the resolution for confirmation of two interim dividends declared and paid for the financial year 2019-20 to those members whose names appear in the Register of Members as on the record date was also opposed by two shareholders with 8.63 per cent voting rights.

The three resolutions were passed by 51 shareholders with 91.37 per cent voting rights voting in favour. They were moved before the resolution for the appointment of Arunachalam as Director was moved.

Senior members of the Murugappa Group family declined to comment when IANS contacted them after the AGM on Monday.

A couple of days ago when IANS had specifically asked if the Murugappa family members had agreed to offer her a board seat in AIL, Arunachalam said,"My application for the board seat will be voted on September 21 AGM."

"I am hopeful that I will get a board seat," Arunachalam added.

She also denied having filed a court case in the matter.

Early this year, the US-based Arunachalam, daughter of late M. V. Murugappan, had alleged that the group promoters have a gender bias against women getting into the family business, hence she and her sister were denied a board berth in Ambadi Investments after their father's death in 2017.

Arunachalam had laid two proposals before the other branches of the Murugappa Group family -- give a board berth to her or her sister Vellachi Murugappan or buy her family's 8.15 per cent stake in Ambadi Investments at a fair value.

Arunachalam had said her family also holds stakes in the group's listed companies.

After her father's demise, her family did not have a board representation in Ambadi Investments, she added.

Murugappan was on AIL's board from 1969 until sometime in 2016, when he resigned due to health reasons.

The unwritten 'male only' rule in AIL's boardroom was there for a long time, including the time when Arunachalam's father Murugappan was alive.

Responding to the issue, she had told IANS earlier,"My father and I never discussed this. However, I have checked with my mother and she has confirmed that my father often expressed his displeasure over the exclusion of women from the management of the family business, albeit in the face of resistance from other family members."

"There cannot be any gender discrimination for board berth. Similarly, there cannot be written or any unwritten rules whereby daughters, daughters-in-law, and sons-in-law can be denied board berth and the board membership is reserved only for the male heirs," D. Varadarajan, a Supreme Court advocate specialising in company/competition/insurance laws, said to IANS.

Varadarajan had earlier said Arunachalam should offer her candidature for appointment at the ensuing AGM by following the provisions of the company law.

Perhaps that is what Arunachalam did under Section 160 of the Companies Act and was voted against.