McLeod Russel seeks re-appointment of Managing Director Khaitan
McLeod Russel India Limited has published a postal ballot notice in newspapers seeking shareholder approval for the re-appointment of Aditya Khaitan as Managing Director and the appointment of Pradip Bhar as Whole-Time Director and CFO for three years. The resolutions include approval for remuneration exceeding Schedule V limits. Remote e-voting is available from May 29 to June 27, 2026, with the cut-off date for eligibility set for May 22, 2026. The company reported financial losses in FY 2023-24 and FY 2024-25 following a profit in FY 2022-23, attributing the performance to high finance costs and liquidity constraints.
*this image is generated using AI for illustrative purposes only.
McLeod Russel India Limited has announced the publication of its postal ballot notice in newspapers, seeking shareholder approval for the re-appointment of its Managing Director and the appointment of a new Whole-Time Director. The notice, published on Thursday, 28 May 2026 in the Financial Express and Aajkaal, confirms the electronic dispatch of the notice to members. The company aims to secure approval for the re-appointment of Aditya Khaitan as Managing Director and the appointment of Pradip Bhar as Whole-Time Director and Chief Financial Officer for a period of three years. The resolutions also include provisions for the payment of remuneration to these directors, which exceeds the limits prescribed under Schedule V of the Companies Act, 2013, necessitating shareholder approval.
The remote e-voting facility will be available to members from 9:00 AM IST on Saturday, 29 May 2026, until 5:00 PM IST on Saturday, 27 June 2026. The cut-off date for determining eligibility to vote is Friday, 22 May 2026. Physical copies of the notice have not been dispatched in accordance with circulars issued by the Ministry of Corporate Affairs (MCA). The results of the postal ballot are expected to be declared on or before Tuesday, 30 June 2026.
Special Business Resolutions
The postal ballot notice outlines four specific resolutions for shareholder consideration. The first two items relate to Aditya Khaitan. Item 1 is an Ordinary Resolution for his re-appointment as Managing Director for three years effective from 17 May 2026. Item 2 is a Special Resolution approving the remuneration payable to him for this tenure.
The subsequent items concern Pradip Bhar. Item 3 is an Ordinary Resolution for his appointment as a Director of the Company. Item 4 is a Special Resolution for his appointment as Whole-Time Director (designated as Whole-Time Director and Chief Financial Officer) for three years effective from 27 April 2026, along with the approval of his remuneration. Notably, Mr. Bhar's appointment is notwithstanding his attainment of 70 years of age during the tenure.
Remuneration Details
The remuneration proposed for Aditya Khaitan includes a salary grade ranging from Rs.15,00,000 to Rs.20,00,000 per month, a variable allowance between Rs.2,50,000 and Rs.6,00,000 per month, and perquisites such as housing, medical, and conveyance. The package also includes performance-based bonuses and retiral benefits. For Pradip Bhar, the proposed salary grade ranges from Rs.5,00,000 to Rs.10,00,000 per month, with a variable allowance between Rs.1,00,000 and Rs.2,00,000 per month, along with similar perquisite structures.
Financial Performance Context
The explanatory statement provides context regarding the company's financial performance over the last three audited financial years. The company reported a profit after tax of Rs.1,04,942 lakh in FY 2022-23, followed by losses of Rs.26,565 lakh in FY 2023-24 and Rs.19,636 lakh in FY 2024-25. The document cites challenging financial conditions, high finance costs, and liquidity constraints as reasons for the pressure on profitability. The board believes that the ongoing debt resolution process and operational measures will lead to improved performance in the coming years.
| Financial Metrics (Rs. in Lakhs) | 2022-23 | 2023-24 | 2024-25 |
|---|---|---|---|
| Revenue from Operations | 1,09,670 | 92,342 | 1,02,436 |
| Profit After Tax | 1,04,942 | (26,565) | (19,636) |
| Reserves & Surplus | 35,664.48 | 9,041.88 | (10,181.46) |
The Board of Directors has recommended all resolutions for approval by the members. The scrutinizer for the postal ballot process is Mr. Atul Kumar Labh, Proprietor of M/s A. K. Labh & Co, Company Secretaries.
Historical Stock Returns for McLeod Russel
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.99% | -5.89% | +33.68% | +42.23% | +120.71% | +99.86% |
How will the high remuneration packages be perceived by shareholders given the company's reported losses in the last two financial years?
What specific operational measures and debt resolution strategies does the board anticipate will drive the turnaround to profitability?
Will the re-appointment of the current leadership face significant opposition from institutional investors due to the recent erosion of reserves?
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