SynopsisIn an exchange filing, the company said the proposed amendments were designed to create a governance structure suited to a company without an identifiable promoter group, while ensuring continuity in management oversight and execution accountability.Food and grocery delivery company Swiggy said Wednesday that the proposed changes to its articles of association, which were voted down by shareholders, were aimed at strengthening governance and advancing its long-term goal of qualifying as an Indian Owned and Controlled Company (IOCC), rather than concentrating founder power.In an exchange filing, the company said the proposed amendments were designed to create a governance structure suited to a company without an identifiable promoter group, while ensuring continuity in management oversight and execution accountability.The special resolution secured 72.36% shareholder approval, falling short of the 75% threshold required for passage by 2.64 percentage points.Swiggy also linked the proposed changes to its plans to qualify as an IOCC under India's foreign exchange regulations, a classification that could provide greater strategic flexibility and align it with governance structures adopted by several Indian technology firms.The company said the proposal was not intended to give founders sweeping control. One proposed provision would have allowed cofounder and group chief executive Sriharsha Majety to nominate a senior management executive to the board. Another would have allowed cofounder Phani Kishan Addepalli board nomination rights, subject to continued employment and economic interest through stock options and shareholding.Swiggy added that these rights were conditional rather than perpetual, and did not include veto powers, affirmative voting rights, committee nomination rights, quorum rights, permanent board seats, or the ability to appoint a majority of directors.It said all board nominations would remain subject to review by the nomination and remuneration committee, board approval and shareholder consent.The company had faced scrutiny from proxy advisory firm Institutional Investor Advisory Services (IiAS), which flagged governance concerns around the proposals, arguing that board nomination rights should be linked to share ownership. This was raised given that Majety owns 4.6% stake in Swiggy, while noting that the proposal would have allowed him to nominate an additional director to the board."The company will continue to engage constructively with its shareholders and other stakeholders and will evaluate any future structural or strategic steps through lawful, transparent and shareholder-aligned processes," it said in its Tuesday disclosure. ...moreElevate your knowledge and leadership skills at a cost cheaper than your daily tea.Subscribe Now