Southern Magnesium shareholders reject change in designation to MD
- Special resolution to change Nuthakki Rajender Prasad's designation to Managing Director failed with 67.04% votes in favour against the required 75%
- Mr. Prasad continues as Joint Managing Director and CFO under terms approved at the 39th AGM for the period August 2025 to August 2028
- Ordinary resolutions for adopting financial statements and re-appointing Mr. Prasad as director were passed
*this image is generated using AI for illustrative purposes only.
Southern Magnesium & Chemicals Ltd shareholders rejected the proposal to change the designation of Nuthakki Rajender Prasad from Joint Managing Director and CFO to Managing Director and CFO at the 40th Annual General Meeting held on September 30, 2026.
The special resolution failed to secure the requisite majority, with only 67.04% of votes polled in favour, falling short of the 75% threshold required for special resolutions. Consequently, Mr. Prasad will continue to hold office as Joint Managing Director and CFO under the terms approved at the 39th AGM.
Shareholder attendance
Of the 6,221 total shareholders on the record date of September 23, 2026, 83 attended through video conferencing. The breakdown is as follows:
| Category | Present via video conferencing | Present via proxy | Total |
|---|---|---|---|
| Promoters and promoter group | 5 | NA | 5 |
| Public | 78 | NA | 78 |
| Total | 83 | NA | 83 |
Resolution outcomes
Three resolutions were placed before shareholders. Two ordinary resolutions were passed with requisite majority, while the special resolution regarding the designation change was not passed.
| Resolution no. | Description | Result |
|---|---|---|
| 1 | Adoption of audited financial statements including balance sheet as at March 31, 2026 | Passed as ordinary resolution |
| 2 | Re-appointment of Nuthakki Rajender Prasad (DIN: 00145659) as director retiring by rotation | Passed as ordinary resolution |
| 3 | Change in designation of Nuthakki Rajender Prasad from Joint Managing Director & CFO to Managing Director and CFO | Not passed |
Detailed voting data
The voting results under Regulation 44(3) of SEBI (LODR) Regulations, 2015 are detailed below. For Resolution 1 (adoption of financial statements), total votes polled stood at 1,023,924 out of 3,000,000 shares, representing 34.13% of outstanding shares.
Resolution 1 — Adoption of financial statements
| Category | Shares held | Votes polled | % polled | Votes in favour | Votes against | % in favour | % against |
|---|---|---|---|---|---|---|---|
| Promoter and promoter group | 1,528,175 | 653,375 | 42.76 | 653,375 | 0 | 100.00 | 0.00 |
| Public institutions | 337,500 | 337,500 | 100.00 | 0 | 337,500 | 0.00 | 100.00 |
| Public non-institutions | 1,134,325 | 33,049 | 2.91 | 33,047 | 2 | 99.99 | 0.01 |
| Total | 3,000,000 | 1,023,924 | 34.13 | 686,422 | 337,502 | 67.04 | 32.96 |
The scrutinizer confirmed 90 members voted in favour (686,422 votes, 67.04%) and 2 members voted against (337,502 votes, 32.96%), with no invalid votes.
Resolution 2 — Re-appointment of director
Voting figures for Resolution 2 were identical to Resolution 1: 90 members voted in favour casting 686,422 votes (67.04%) and 2 members voted against casting 337,502 votes (32.96%), with no invalid votes.
Resolution 3 — Change in designation (special resolution)
| Category | Shares held | Votes polled | % polled | Votes in favour | Votes against | % in favour | % against |
|---|---|---|---|---|---|---|---|
| Promoter and promoter group | 1,528,175 | 653,375 | 42.76 | 653,375 | 0 | 100.00 | 0.00 |
| Public institutions | 337,500 | 337,500 | 100.00 | 0 | 337,500 | 0.00 | 100.00 |
| Public non-institutions | 1,134,325 | 33,049 | 2.91 | 33,037 | 12 | 99.96 | 0.04 |
| Total | 3,000,000 | 1,023,924 | 34.13 | 686,412 | 337,512 | 67.04 | 32.96 |
For this special resolution, 89 members voted in favour (686,412 votes, 67.04%) and 3 members voted against (337,512 votes, 32.96%), with no invalid votes. As a special resolution requires at least 75% of votes in favour, the resolution was not passed.
Implications for management structure
Due to insufficient votes cast in favour of the resolution, Mr. Nuthakki Rajender Prasad will continue to hold office as Joint Managing Director and Chief Financial Officer. This role was approved by shareholders at the 39th Annual General Meeting held on September 29, 2025, for the period August 10, 2025, to August 9, 2028.
Mr. Prasad, a promoter director with a degree in Chemical Engineering and over two decades of experience, is the spouse of Mrs. Urmi Nuthakki Prasad. The Board had initially approved the change in designation from Joint Managing Director and CFO to Managing Director and CFO at a meeting held on November 12, 2025, subject to member approval.
Compliance and disclosure
The outcome was communicated to BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting results and scrutinizer's report are available on the company's website. The filing was signed by Pasupulati Manisha, Company Secretary and Compliance Officer.
Historical Stock Returns for Southern Magnesium & Chemicals
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -4.62% | -4.98% | +7.59% | +21.95% | -27.24% | 0.0% |
Will the board attempt to re-table the designation change resolution at the next annual general meeting, or will they seek a court order to override the shareholder vote?
How might the rejection of the Managing Director appointment impact the company's ability to secure future debt financing or strategic partnerships that require clear executive authority?
What specific governance concerns led institutional investors to unanimously vote against the promotion of the promoter's spouse, and is this indicative of broader dissatisfaction with the board's independence?
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