Astral MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 Aug 2024, 24 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt: a. the Audited Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of Board of Directors and Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Auditors thereonMoreLess

  23 for0 against
• To confirm Interim Dividend declared by the Board of Directors and to declare Final Dividend on equity shares for the financial year ended on March 31, 2024

  23 for0 against
• To consider re-appointment of Mr. Girish Joshi (DIN: 09222943), who retires by rotation and being eligible, offers himself for re-appointment.

  23 for0 against
• To consider the re-appointment of Mrs. Jagruti Engineer (DIN: 00067276), as Whole-Time Director for a further period of 5 years effect from April 1, 2025 to March 31, 2030

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundJagruti S. Engineer, 59, is part of the promoter family. She has been managing the Administration and Human Resources departments of the company since 2006. Her remuneration for FY24 was Rs.14.5 mn, entirely fixed. Post reappointment, her remuneration is estimated at Rs 21.0 mn, which is commensurate with the size and scale of the business. However, we note that her board attendance for FY24 is 50% and 73.7% in the last three years. We expect directors to take their responsibilities seriously and have a threshold of 75% attendance over a three-year period prior to reappointment.
  • Edelweiss Mutual FundMultiple resolution merged in one
  • Invesco Mutual FundJagruti S. Engineer, 59, is part of the promoter family. She has been managing the Administration and Human Resources departments of the company since 2006. Her remuneration for FY24 was Rs. 14.5 mn, entirely fixed. Post reappointment, her remuneration is estimated at Rs. 21.0 mn, which is commensurate with the size and scale of the business. However, we note that her board attendance for FY24 is 50% and 73.7% in the last three years. We expect directors to take their responsibilities seriously and have a threshold of 75% attendance over a three-year period prior to reappointment
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundJagruti S. Engineer, 59, is part of the promoter family. She has been managing the Administration and Human Resources departments of the company since 2006. Her remuneration for FY24 was Rs.14.5 mn, entirely fixed. Post reappointment, her remuneration is estimated at Rs 21.0 mn, which is commensurate with the size and scale of the business. However, we note that her board attendance for FY24 is 50% and 71% in the last three years. We do not support the resolution.

  16 for7 against
• To ratify the remuneration of Cost Auditors for the financial year ending on March 31, 2025.

  22 for0 against
• To consider the re-appointment of Mr. C.K Gopal (DIN: 08434324), as an Independent Director of the Company for a second term of 5 (Five) years commencing from February 11, 2025

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundRe-appointment compliant with law. Governance concern: Mr. C.K Gopal is the NRC Chairman and the Board is non-compliant 152 of Companies Act; Remuneration policy of the Company appears to be skewed. Holding Chairmanship of both AC & NRC.
  • Zerodha Mutual FundGovernance concern: The cioncerned person is the NRC Chairman and the Board is non-compliant 152 of Companies Act; Remuneration policy of the Company appears to be skewed. Holding Chairmanship of both AC & NRC.

  19 for4 against
• To consider the re-appointment of Mr. Viral Jhaveri (DIN: 08277568), as an Independent Director of the Company for a second term of 5 (Five) years commencing from October 24, 2024

  24 for0 against

Mutual fund votes, meeting of 7 Mar 2024, 26 fund houses

• Approval For Giving Loan Or Guarantee Or Providing Security In Connection With Loan Availed By Any Of The Companys Subsidiary(Ies) Or Any Other Person

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013.
  • Axis Mutual Fund, Sundaram Mutual FundThe company proposes to advance loans to subsidiaries/ associates/ JVs in which directors are interested or give guarantee or provide any security in connection with any loan taken by these entities upto a limit of Rs 2.0 bn. The company has stated that it may have to render support for the business requirements of its subsidiary company or associate or joint venture or group entity or any other person in whom any of the Director of the company is interested. The enabling nature of approval could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we do not support the resolution.
  • Bank of India Mutual Fund, DSP Mutual Fund, Taurus Mutual FundThe company proposes to advance loans to subsidiaries/ associates/ JVs in which directors are interested or give guarantee or provide any security in connection with any loan taken by these entities upto a limit of Rs 2.0 bn. The company has stated that it may have to render support for the business requirements of its subsidiary company or associate or joint venture or group entity or any other person in whom any of the Director of the company is interested.The enabling nature of approval could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we do not support the resolution.
  • Edelweiss Mutual FundSubsidiary loan should have gurantee and collatarel from subsidiaries and not from the parent. Limits have to be defined
  • HDFC Mutual FundThere is a lack of clarity with regard to rationale of providing of financial assistance
  • HSBC Mutual FundThere is insufficient disclosure of relevant information.
  • Invesco Mutual FundThe company proposes to advance loans to subsidiaries/ associates/ JVs in which directors are interested or give guarantee or provide any security in connection with any loan taken by these entities upto a limit of Rs. 2.0 bn. The company has stated that it may have to render support for the business requirements of its subsidiary company or associate or joint venture or group entity or any other person in whom any of the Director of the company is interested. The enabling nature of approval could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we do not support the resolution
  • Kotak Mahindra Mutual FundThe company has not provided particulars such as name of the recipient company, amount of the loans/guarantees/securities proposed, the purpose of the transaction, relationship between the director and the recipient, rate of interest, among others. In absence of such information, an informed decision cannot be taken. Given the lack of clarity, voting against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLack of clarity
  • Zerodha Mutual FundNon Disclosure of the subsidiary or any other entities related to the company

  6 for20 against

Mutual fund votes, meeting of 11 Aug 2023, 21 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Adoption of Financial Statements for the Financial Year ended 31st March, 2023

  20 for0 against
• To confirm Interim Dividend declared by the Board of Directors and to declare Final Dividend on equity shares for the financial year ended on March 31, 2023

  20 for0 against
• To consider re-appointment of Mrs. Jagruti S. Engineer (DIN: 00067276), who retires by rotation and being eligible, offers herself for re-appointment

  20 for0 against
• To consider the appointment of Mr.Kairav Engineer (DIN: 03383621 ), as the Whole-Time Director for a term of five consecutive years effective from July 1, 2023 until June 30, 2028.

  20 for0 against
• To consider the appointment of Mr.Hiranand Savlani (DIN: 07023661 ), as the Whole-Time Director, designated as 'Whole-Time Director and Chief Financial Officer' for a term of five consecutive years effective from July 1, 2023 until June 30, 2028.MoreLess

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Invesco Mutual FundHiranand Savlani, 54, is Chief Financial Officer of Astral Limited. He has been with the company since 2003. In FY23, Hiranand Savlani received remuneration of Rs. 46.7 mn as Chief Financial Officer of Astral Limited. He is proposed to be appointed as Whole-Time Director and CFO for five years from 1 July 2023. We estimate Hiranand Savlani’s FY24 remuneration at Rs. 65.3 mn, which is relatively high. There is no clarity on the stock options he is eligible to receive over his tenure. Further, in FY23, stock options were granted at an exercise price of Rs. 22.5, which is at a significant discount (98.9%) to the market price (closing price of Rs. 2,000.6 as on 1 August 2023). ESOPs are ‘pay at risk’ options that employees accept at the time of grant. When stock options are granted at a deep discount, the downside risk is protected by issuing options at a significant discount and stock grant becomes akin to fixed pay. We raise concerns about the lack of a tangible variable pay structure in his remuneration. The company must add an element of variable pay in his remuneration and disclose performance parameters that determine such variable pay.
  • Edelweiss Mutual FundClarity on remuneration is lacking
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  16 for4 against
• To ratify the remuneration of Cost Auditors for the financial year ended March 31 , 2023.

  5 for0 against
• To consider the re-appointment of Mrs. Kaushal Nakrani (DIN: 08405226), as an Independent Director of the Company for a secondterm of 5 (Five) years commencing from March 29,2024.

  20 for0 against

Mutual fund votes, meeting of 3 Mar 2023, 19 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Increase in Authorised Share Capital and Amendment in Capital Clause of the Memorandum of Association.

  7 for0 against
• Issue of Bonus Shares

  18 for0 against
• Appointment of Mr. Chetas Gulabbhai Desai as an Independent Director

  18 for0 against
• Appointment of Mr. Dhinal Ashvinbhai Shah as an Independent Director

  18 for0 against

Mutual fund votes, meeting of 29 Aug 2022, 14 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt: a. the Audited Financial Statements of the Company for the financial year ended March 31, 2022, together with the reports of Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, together with the Report of the Auditors thereon.MoreLess

  13 for0 against
• To confirm Interim Dividend declared by the Board ofnDirectors and to declare Final Dividend on equity sharesnfor the financial year ended on March 31, 2022.

  13 for0 against
• To consider re-appointment of Mr. Girish Joshi (DIN: 09222943), who retires by rotation and being eligible, offers himself for re-appointment.

  13 for0 against
• To consider and approve re-appointment of M/s. S R B C & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for a second term of 5 (five) years.

  13 for0 against
• To ratify the remuneration of Cost Auditors for the financial year ended March 31, 2023.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow audit fees

  8 for1 against

Mutual fund votes, meeting of 25 Jun 2022, 15 fund houses

• RE-APPOINTMENT OF MR. SANDEEP ENGINEER AS MANAGING DIRECTOR OFnTHE COMPANY

  ›Against Axis Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Taurus Mutual Fund

  • Axis Mutual FundWe do not support his remuneration since his terms allow him a pre-fixed increment of 15% p.a. on his fixed pay
  • Mahindra Manulife Mutual Fund, Taurus Mutual FundSandeep Engineer, 61, is promoter and Managing Director of the company. We estimate his FY22 and FY23 remuneration at Rs. 104.5 mn and Rs. 128.7 mn respectively; he received Rs. 85.0 mn as remuneration for FY21. While Sandeep Engineer’s remuneration has increased with growth in profits, the median employee remuneration has remained flat. In FY21, the company’s revenue and profits increased by 24% and 74% respectively and Sandeep Engineer’s remuneration increased by 42%. However, median employee remuneration reduced by 10%. We do not support his remuneration since his terms allow him a pre-fixed increment of 15% p.a. on his fixed pay: the board must clarify if other employees have been guaranteed a 15% annual increment as has been proposed for Sandeep Engineer. His entitlement of commission of 1% of profits has been fully paid out in the past. Given the past growth of the company, the board must set a cap on the absolute amount of remuneration he will receive, more so since the board expects his remuneration to breach regulatory thresholds.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on remuneration
  • NJ Mutual FundNo absolute cap on remuneration Discrepancy of pay among EDs and employees

  9 for6 against