Mrs. Bectors Food Specialities MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Dec 2024, 18 fund houses

• Appointment of Mr. Dinesh Kumar Sindwani (DIN: 02317742) as Non-Executive Independent Director of the Company for a period of five years.

  ›Against Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Baroda BNP Paribas Mutual FundPayment of consultancy fees is a conflict of interest with the role of Independent director.
  • Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundAppointment compliant with law. No concern on the merits of the proposed appointee. Governance & Transparency Concern: Lack of clarity regarding Pecuniary Relationship (Consultancy Fees).

  13 for5 against

Mutual fund votes, meeting of 27 Sep 2024, 15 fund houses

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

• 1 - To receive, consider and adopt:n(a) the audited standalone financial statements of the Company for the financial year ended March 31, 2024n(b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2024MoreLess

  14 for0 against
• 2 - To confirm Interim Dividend of Rs. 1.25 per Equity Share of Rs. 10/- each and declare Final Dividend of Rs. 2.00 per Equity Share of Rs. 10/- each for the financial year ended 31st March, 2024.

  15 for0 against
• 3 - To Appoint Director in place of Mr. Suvir Bector, Director (DIN: 08713694) who retires by rotation and being eligible offers himself for re-appointment.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Aditya Birla Sun Life Mutual FundIdentical Remuneration: • The Board of the Company comprises of 3 Promoter Executive Directors, all three of them belong to the same family viz., Mr. Anoop Bector is the father of Mr. Suvir Bector & Mr. Ishaan Bector. While Mr. Anoop is paid a remuneration of ₹ 6.38 crores, his sons- Mr. Suvir and Mr. Ishaan are paid almost identical remuneration. • This indicates the following: (a) There is no performance appraisal done by the board of all the Executive Directors; or (b) If the performance appraisal has been conducted by the Board and NRC, then, both the Directors have been evaluated equally for last more than 3 years. Such remuneration pattern raises questions over the manner in which performance evaluation is carried out by the Nomination and Remuneration Committee. Remuneration Distribution Skewed in favour of the Promoter Directors: • Out of the total remuneration paid to the Executive Directors of the Board viz., ₹ 12.19 crores, ~94% of the remuneration has been paid to the 3 Promoter Executive Director. Whereas ~6% of the same is paid to single Non-Promoter Executive Director. • It is also observed that, although Mr. Praveen Kumar Goel, aged 61 years and having more experience in the business (viz., ~16 years), as compared to Mr. Ishaan Bector and Mr. Suvir Bector, of ages 35 years and 29 years, respectively, he is merely ~28% of the remuneration paid to each of them. Further, it is noted that, none of the Directors have not been paid any performance-linked incentive pay. • In view of the above observations, we conclude that the promoter directors are drawing remuneration which is substantially higher than the non-promoter ED. This indicates remuneration is skewed in favour of promoter directors. Hence, we do not support the resolution.
  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual FundSuvir Bector, 29, is part of the promoter family and the Whole time Director of the company. He is liable to retire by rotation. He has been on the board since 1 April 2021 and has been associated with the company since 24 July 2018. He attended all five (100%) board meetings held in FY24. While his reappointment is in line with the statutory requirements, his reappointment does not meet the thresholds of our voting guidelines.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundRe-appointment is compliant with law. Governance Concern: Remuneration practice appears to be skewed in favour of Promoter Executive Director.
  • Invesco Mutual FundSuvir Bector, 29, is part of the promoter family and the Whole time Director of the company. He is liable to retire by rotation. He has been on the board since 1 April 2021 and has been associated with the company since 24 July 2018. He attended all five (100%) board meetings held in FY24. While his reappointment is in line with the statutory requirements, his reappointment does not meet the thresholds of our voting guidelines. This is in line with our ESG framework

  6 for9 against
• 4 - To appoint M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm's Registration No.: 001076N/N500013) as the Statutory Auditor of the Company and fix the remuneration of Auditor

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

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNo concern on the merits and eligibility of the proposed Auditors. Non-Compliant with SEBI LODR, 2015: Non-Disclosure of proposed audit fee payable to the Statutory auditors.

  12 for3 against

Mutual fund votes, meeting of 26 Jul 2024, 14 fund houses

• 1 - TO APPROVE RAISING OF FUNDS IN ONE OR MORE TRANCHES, BY ISSUANCE OF EQUITY SHARES AND/OR OTHER ELIGIBLE SECURITIES

  14 for0 against

Mutual fund votes, meeting of 29 Sep 2023, 10 fund houses

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

• 1 - (a) the audited standalone financial statements of the Company for the financial year ended March 31, 2023, comprising Audited Balance Sheet the Statement of Profit & Loss along with Notes to Accounts and Cash Flow Statement appended thereto and Reports of the Board of directors and Statutory Auditors thereon and nn(b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2023, comprising Consolidated Audited Balance Sheet, the Consolidated Statement of Profit & Loss along with Notes to Accounts and Cash Flow Statement appended thereto and reports of the Statutory Auditors thereon.MoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundUnqualified opinion financial statements. Compliant with Indian Accounting Standards. Non-Compliant with Companies Act, 2013 & SEBI LODR Regulations: Non-disclosure of financial statements of Subsidiaries for FY 2022-23.

  8 for1 against
• To confirm Interim Dividend of Rs. 1.25 per Equity Share of Rs. 10/- each and declare Final Dividend of Rs. 1.75 per Equity Share of Rs. 10/- each for the financial year ended 31st March, 2023.

  10 for0 against
• To Appoint Director in place of Mr. Ishaan Bector, Director (DIN: 02906180) who retires by rotation and being eligible offers himself for re-appointment

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual Fund

  • Axis Mutual FundIshaan Bector, 34, holds a bachelor’s degree in arts from Michigan State University, USA, and has attended a management programme for family business from the Indian School of Business. He is Executive Director – Breads, heading the breads and bakery business. He has attended all six board meetings in FY23. He was first appointed to the board in February 2016. With only seven years of work experience, we believe Ishaan Bector does not have enough experience to be on the board of a listed company as a Whole Time Director.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual FundAppointment Compliant with law. Governance Concern: Skewed Remuneration
  • Bank of India Mutual FundIshaan Bector, 34, holds a bachelor’s degree in arts from Michigan State University, USA, and has attended a management programme for family business from the Indian School of Business. He is Executive Director – Breads, heading the breads and bakery business. He has attended all six board meetings in FY23. He was first appointed to the board in February 2016. With only seven years of work experience, we believe Ishaan Bector does not have enough experience to be on the board of a listed company as a Whole Time Director. Further, the company has three family members on the board as executive directors, other four in office of profit and two professional executive directors, which is excessive given the size of the company.

  5 for5 against
• TO CONSIDER AND APPROVE CONTINUATION OF MR. RAJIV DEWAN (DIN: 00007988) AS NONEXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR SECOND TERM FOR A PERIOD OF FIVE YEARS as a Special Resolution

  ›Against Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual Fund

  • Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual FundNon-compliance with section 149 of the Companies Act, 2013: Prior approval of shareholders not obtained for re-appointment. Governance Concern: Holding Chairmanship of both AC & NRC.

  8 for2 against
• APPROVAL OF THE ‘BECTOR EMPLOYEE STOCK OPTION SCHEME 2023’ as a Special Resolution

  10 for0 against
• TO APPROVE GRANT OF EMPLOYEE STOCK OPTIONS TO THE EMPLOYEES OF SUBSIDIARY COMPANY(IES) OF THE COMPANY UNDER ‘BECTOR EMPLOYEE STOCK OPTION SCHEME 2023’ as a Special Resolution

  10 for0 against
• APPROVAL OF SECONDARY ACQUISITION OF SHARES THROUGH TRUST ROUTE FOR THEnIMPLEMENTATION OF ‘BECTOR EMPLOYEE STOCK OPTION SCHEME 2023’ as a Special Resolution

  10 for0 against
• PROVISION OF MONEY BY THE COMPANY FOR PURCHASE OF ITS OWN SHARES BY THE TRUST UNDER THE ‘BECTOR EMPLOYEE STOCK OPTION SCHEME 2023’ as a Special Resolution

  10 for0 against

Mutual fund votes, meeting of 30 Mar 2023, 5 fund houses

• To Appoint Mr. Ashish Agarwal (DIN: 00775296) as a Non-Executive Independent Director of the Company.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Mahindra Manulife Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundThe company has not disclosed the relationship between the outgoing and incoming Independent Director. Further, the company has not articulated the process it adopted and the basis of the appointment, including the pool of candidates considered before appointing Ashish Agarwal as Independent Director.
  • Bank of India Mutual FundAshish Agarwal, 54, is founder and partner of CA firm Ashish & Agarwal Co. based out of Ludhiana. He is a practicing chartered accountant since 1991. He is President of District Taxation Bar Association (Direct Taxes), Ludhiana. He is also an Insolvency Professional since October 2017. Public sources suggest that Ashish Agarwal shares his address with Subhash Agarwal who stepped off the board of the company as Independent Director on 10 February 2023 on completion of a tenure of six years. The company has not disclosed the relationship between the outgoing and incoming Independent Director. Further, the company has not articulated the process it adopted and the basis of the appointment, including the pool of candidates considered before appointing Ashish Agarwal as Independent Director.
  • Mahindra Manulife Mutual FundNo concern on the merit of the proposed appointee. Governance Concern: Mr. Ashish Agarwal is son of Mr. Subhash Agarwal, erstwhile ID. Position of ID appears to be an ex-officio position.
  • SBI Mutual FundAshish Agarwal, 54, is founder and partner of CA firm Ashish & Agarwal Co. based out of Ludhiana. He is a practicing chartered accountant since 1991. He is President of District Taxation Bar Association (Direct Taxes), Ludhiana. He is also an Insolvency Professional since October 2017. We understand that he is the son of the outgoing Independent Director, Mr Subhash Agarwal. While we note that both the directors have their own separate businesses, and the company is in compliance with SEBI LODR regulations, as per SBIMF framework, we consider both, Mr Subhash Agarwal and Mr Ashish Agarwal as a single entity due to the father-son relationship and the same address that they use. We observe that the tenure proposed for Mr Ashish Agarwal is 5 years, and Mr Subhash Agarwal has served on the board for 6 years. Since we consider them a single entity, we see that the total tenure becomes 11 years which is more than 10 years as allowed for an Independent Director. We do not have any doubt on the capabilities of the independent directors involved here, however, in the spirit of good governance, we are unable to support the resolution.

  1 for4 against

Mutual fund votes, meeting of 30 Sep 2022, 4 fund houses

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

• 1 - To receive, consider and adopt:n(a) the audited standalone financial statements of the Company for the financial year ended March 31, 2022, comprising Audited Balance Sheet the Statement of Profit & Loss along with Notes to Accounts and Cash Flow Statement appended thereto and Reports of the Board of directors and Statutory Auditors thereonMoreLess

  2 for0 against
• 2 - To confirm Interim Dividend of Rs. 1.25 per Equity Share of Rs. 10/- each and declare Final Dividend of Rs. 1.25 per Equity Share of Rs. 10/- each for the financial year ended 31st March, 2022.

  3 for0 against
• 3 - To Appoint Director in place of Mr. Parveen Kumar Goel, Director (DIN: 00007297) who retires by rotation and being eligible offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because Parveen Kumar Goel is an executive director serving on the audit committee. Audit committee should consist only of Independent directors

  2 for1 against
• 4 - APPROVAL FOR AMENDMENT IN ARTICLE OF ASSOCIATIONS OF THE COMPANY FOR DELETION OF PART II.

  3 for0 against
• 5 - TO CONSIDER AND APPROVE CONTINUATION OF MR. ALOK KUMAR MISRA (DIN: 00163959) AS NONEXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR SECOND TERM FOR A PERIOD OF FIVE YEARS.

  3 for0 against
• 6 - TO CONSIDER AND APPROVE CONTINUATION OF MS. POOJA LUTHRA (DIN: 03413062) AS A NON-EXECUTIVE INDEPENDENT WOMAN DIRECTOR OF THE COMPANY FOR SECOND TERM FOR A PERIOD OF FIVE YEARS.

  3 for0 against
• 7 - TO CONSIDER AND APPROVE THE REMUNERATION OF MR. ANOOP BECTOR, MANAGING DIRECTOR OF THE COMPANY

  ›Against Axis Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundThe proposed remuneration is not commensurate with the size and complexity of the business.
  • SBI Mutual FundAnoop Bector, 59, was re-appointed as Managing Director of the Company for a period of 5 years from 1 October 2020. Mr Anoop Bector was paid a remuneration of Rs 40.6 mn in FY22 up 2.8% from Rs 39.5 mn in FY21, median employee remuneration increased by 2.2%. His remuneration was 289.7x median employee remuneration. We estimate his remuneration at Rs. 59.5 mn for FY23. SBI MF has an internal compensation framework where the appointment of KMPs who are sitting on the board are assessed on individual basis and also with respect to their peers. According to our assessment, Anoop's proposed compensation doesn't have variable component and it is not commensurate with peers which is why we are unable to support the resolution. We also note, that Mr Anoop Bector is the chairperson of the CSR Committee, however, no part of his proposed salary is linked to CSR/Sustainability targets.

  1 for2 against
• 8 - TO CONSIDER AND APPROVE THE REMUNERATION OF MR. ISHAAN BECTOR, WHOLETIME DIRECTOR OF THE COMPANY

  ›Against Axis Mutual Fund

  • Axis Mutual FundWe believe his remuneration is high without any element of variable pay and is not commensurate to his experience and the size and complexity of the business.

  2 for1 against