Balkrishna Industries MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Jul 2025, 25 fund houses

• the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2025, together with the Reports of the Board of Directors and Auditors’ thereon; and (ii) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025, together with the Report of the Auditors’ thereon. (Ordinary Resolution).MoreLess

  25 for0 against
• To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend of Rs. 4.00 per Equity Share (200%) on Equity Shares of Rs. 2/- each (face value), if any, for the financial year 2024-25. (Ordinary Resolution)MoreLess

  25 for0 against
• To appoint a Director in place of Mr. Vipul Shah (DIN: 05199526), who retires by rotation and being eligible, offers himself for re-appointment (Ordinary Resolution)

  25 for0 against
• To consider appointment of Mr. Gantayettu Bala Bhaskar Babuji, a Company Secretary in Wholetime Practice as the Secretarial Auditor of the Company (Ordinary Resolution)

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Failure to highlight previous non-compliance by the Company in the Secretarial Audit Report or Compliance Report.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Failure to highlight previous non-compliance by the Company in the Secretarial Audit Report or Compliance Report.
  • PPFAS Mutual FundThey have been the Secretarial Auditor for the company since 2015. However, in all these years (since 2017), he has failed to highlight non-compliance of the board under Section 152(6)(a). Since this is a good governance practice, we are voting AGAINST

  19 for6 against
• To consider and ratify the remuneration payable to M/s. RA & Co., Cost Accountants for the financial year ending 31st March, 2026 (Ordinary Resolution)

  25 for0 against

Mutual fund votes, meeting of 19 Jul 2024, 24 fund houses

• To consider and adopt: i. the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2024, together with the Reports of the Board of Directors and Auditors’ thereon; and ii. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024, together with the Report of the Auditors’ thereon.MoreLess

  24 for0 against
• To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend of Rs. 4.00 per Equity Share (200%) on Equity Shares of Rs. 2/- each (face value), if any, for the financial year 2023-24MoreLess

  24 for0 against
• To appoint a Director in place of Mrs. Vijaylaxmi Poddar (DIN: 00160484), who retires by rotation and being eligible, offers herself for re-appointment

  24 for0 against
• To approve the appointment and ratification of remuneration to M/s. RA & Co., Cost Accountants the Cost Auditors of the Company

  24 for0 against

Mutual fund votes, meeting of 29 Dec 2023, 25 fund houses

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

• Re-appointment of Mr. Rajiv Poddar (DIN: 00160758) as Joint Manging Director of the Company for a period of five years w.e.f. 22nd January, 2024

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual FundAppointment compliant with Law. Governance concern: Remuneration is skewed in favour of promoter directors, No absolute cap on proposed remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundRajiv Poddar is part of the promoter group and Joint Managing Director of the company since January 2014. In FY2023, Rajiv Poddar received Rs. 374.2 mn, which was 611x the median employee remuneration. His remuneration remains uncapped in absolute terms since it comprises commission that is linked to profits – since 2019, with commission, his aggregate remuneration has been pegged at about 2.5% of profits. Independent of the remuneration structure proposed in the resolution, based on past trends, we expect his remuneration to aggregate 2.5% of profit before tax and total promoter family remuneration at 5% of profit before tax. At an absolute level, Rajiv Poddar’s remuneration is high for the size of the business. Promoter compensation aggregated Rs. 759.5 mn in FY23, aggregating over 16% of employee benefit expenses, which is high. Hence, the AMC has voted against the resolution.
  • Invesco Mutual Fund, Sundaram Mutual FundRajiv Poddar, 38, is part of the promoter group and Joint Managing Director of the company since January 2014. Although, we support his reappointment, we are unable to support his remuneration. In FY23, Rajiv Poddar received Rs. 374.2 mn, which was 611x the median employee remuneration. We estimate his annual remuneration at Rs. 438.7 mn. His remuneration remains uncapped since it comprises commission that is linked to profits – since 2019, with commission, his aggregate remuneration has been pegged at about 2.5% of profits. Independent of the remuneration structure proposed in the resolution, based on past trends, we expect his remuneration to aggregate 2.5% of profit before tax and total promoter family remuneration at 5% of profit before tax. At an absolute level, Rajiv Poddar’s remuneration of almost Rs. 438.7 mn is high for the size of the business. Promoter compensation aggregated Rs. 759.5 mn in FY23, aggregating over 16% of employee benefit expenses, which is high. The board must consider tempering overall promoter remuneration and set a cap in absolute amounts. Greater accountability for the remuneration in terms of performance expectations must also be set and disclosed to shareholders.
  • Nippon India Mutual FundSkewed Remuneration
  • Zerodha Mutual FundRemuneration is skewed in favour of promoter directors, No absolute cap on proposed remuneration.

  14 for10 against
• Re-appointment of Mrs. Shruti Shah (DIN: 08337714) as an Independent Director of the Company for a period of five years w.e.f. 8th February, 2024

  ›Against Invesco Mutual Fund, Sundaram Mutual Fund

  • Invesco Mutual FundMs. Shruti Shah, 43, is a Chartered accountant and Partner of Pravin P. Shah & Co. since August 2006. She has 15 years of experience in the field of income tax, advisory. She has been on the board of the company since 8 February 2019. She has attended all five board meetings held in FY23. Although her reappointment meets statutory requirements, Ms.Shruti Shah serves on the board of four listed companies (including Balkrishna Industries Ltd.). Regulations allow whole time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that as a Partner with an audit firm, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies are not in keeping with the spirit of the regulation. Ms. Shruti Shah is a member of the NRC and has been its member since February 2019. We believe the NRC has failed to benchmark promoter remuneration in the context of the company’s internal pay structures. The promoter family remuneration has ranged from Rs. 588.8 mn to Rs. 899.9 mn in the last five years, which was 16%-20% of consolidated employee benefit costs
  • Sundaram Mutual FundMs. Shruti Shah, 43, is a Chartered accountant and Partner of Pravin P. Shah & Co. since August 2006. She has 15 years of experience in the field of income tax, advisory. She has been on the board of the company since 8 February 2019. She has attended all five board meetings held in FY23. Although her reappointment meets statutory requirements, Ms. Shruti Shah serves on the board of four listed companies (including Balkrishna Industries Ltd.). Regulations allow whole time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that as a Partner with an audit firm, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies are not in keeping with the spirit of the regulation. Ms. Shruti Shah is a member of the NRC and has been its member since February 2019. We believe the NRC has failed to benchmark promoter remuneration in the context of the company’s internal pay structures. The promoter family remuneration has ranged from Rs. 588.8 mn to Rs. 899.9 mn in the last five years, which was 16%-20% of consolidated employee benefit costs.

  22 for2 against
• Appointment of Mr. Laxmidas Merchant (DIN: 00007722) as an Independent Director of the Company for a period of five years w.e.f. 28th March, 2024

  25 for0 against
• Appointment of Mr. Rahul Dutt (DIN: 08872616) as an Independent Director of the Company for a period of five years w.e.f. 28th March, 2024

  24 for0 against

Mutual fund votes, meeting of 22 Jul 2023, 23 fund houses

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

• To consider and adopt (a) the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2023, together with the Reports of the Board of Directors and Auditors’ thereon; and (ii) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023, together with the Report of the Auditors’ thereon.MoreLess

  20 for0 against
• To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend of Rs. 4.00 per Equity Share (200%) on Equity Shares of Rs. 2/- each (face value), for the financial year 2022-23.MoreLess

  22 for0 against
• To appoint a Director in place of Mr. Vipul Shah (DIN: 05199526), who retires by rotation and being eligible, offers himself for re-appointment.

  22 for0 against
• To approve the alteration of the Article of Association (AOA) of the Company.

  22 for0 against

Mutual fund votes, meeting of 7 Jul 2022, 21 fund houses

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

• To consider and adopt (a) the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2022, together with the Reports of the Board of Directors and Auditors’ thereon; and (ii) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2022, together with the Report of the Auditors’ thereon. (Ordinary Resolution)MoreLess

  19 for0 against
• To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend of Rs. 4.00 on Equity Shares for the financial year 2021-22

  20 for0 against
• To appoint a Director in place of Mrs. Vijaylaxmi Poddar (DIN: 00160484), who retires by rotation and being eligible, offers herself for re-appointment.

  20 for0 against
• Appointment of Statutory Auditors of the Company

  19 for0 against
• To re-appoint Mr. Pannkaj Ghadiali as an Independent Director for a second term of five years

  ›Against Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Taurus Mutual Fund

  • Invesco Mutual FundPannkaj Ghadiali, 66, is a practicing Chartered Accountant and the Managing Partner of PC Ghadiali & Co. he has attended all six board meetings held in FY22. We do not support his reappointment as we believe he has failed in the discharge of his responsibilities as the Chairperson of the Nomination and Remuneration Committee (NRC). Aggregate promoter compensation in FY22 was Rs. 899.6 mn, which formed almost 21% of consolidated employee benefit costs. Arvind and Rajiv Poddar’s remuneration together aggregated 1,617x (819x + 798x) the median employee remuneration in FY22. Promoter remuneration individually and in aggregate, is higher than the remuneration paid to several NIFTY 50 companies. The NRC has failed to benchmark promoter compensation in the context of the internal pay structures. The NRC has also ignored the push back from shareholders on promoter remuneration
  • JM Financial Mutual FundMr. Pannkaj Ghadiali, 66, is a practicing Chartered Accountant and the Managing Partner of PC Ghadiali & Co. he has attended all six board meetings held in FY22. We do not support his reappointment as we believe he has failed in the discharge of his responsibilities as the Chairperson of the Nomination and Remuneration Committee (NRC). Aggregate promoter compensation in FY22 was Rs. 899.6 mn, which formed almost 21% of consolidated employee benefit costs. Arvind and Rajiv Poddar’s remuneration together aggregated 1,617x (819x + 798x) the median employee remuneration in FY22. Promoter remuneration individually and in aggregate, is higher than the remuneration paid to several NIFTY 50 companies. The NRC has failed to benchmark promoter compensation in the context of the internal pay structures. The NRC has also ignored the push back from shareholders on promoter remuneration.
  • LIC Mutual FundCompliant with law. Governance Concern: Mr. Ghadiali is the chairperson of NRC, a committee in charge of board remuneration policy that appears to be skewed in favour of promoter EDs.
  • Nippon India Mutual FundSkewed Remuneration Policy
  • NJ Mutual FundGovernance Concern.
  • Taurus Mutual FundPannkaj Ghadiali, 66, is a practicing Chartered Accountant and the Managing Partner of PC Ghadiali & Co. he has attended all six board meetings held in FY22. We do not support his reappointment as we believe he has failed in the discharge of his responsibilities as the Chairperson of the Nomination and Remuneration Committee (NRC). Aggregate promoter compensation in FY22 was Rs. 899.6 mn, which formed almost 21% of consolidated employee benefit costs. Arvind and Rajiv Poddar’s remuneration together aggregated 1,617x (819x + 798x) the median employee remuneration in FY22. Promoter remuneration individually and in aggregate, is higher than the remuneration paid to several NIFTY 50 companies. The NRC has failed to benchmark promoter compensation in the context of the internal pay structures. The NRC has also ignored the push back from shareholders on promoter remuneration.

  15 for6 against
• Amendment in Borrowing Powers of the Company

  5 for0 against

Mutual fund votes, meeting of 23 Dec 2021, 17 fund houses

• Re-appointment of Mr. Vipul Shah (DIN: 05199526) as a Whole Time Director designated as Director & Company Secretary of the Company, for a period of five years from the expiry of his present term of office i.e. with effect from 11th February, 2022 to 10th February, 2027MoreLess

  17 for0 against