Berger Paints (I) CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 17 Sep 2024, 24 fund houses

• Amendment in Berger Paints India Limited Employee Stock Option Plan 2016

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan 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, PPFAS Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundThe company proposes to i) cap the size of scheme at 34.7 mn stock options, ii) increase vesting period to maximum of four years iii) modify the exercise price iii) make changes to align with SEBI SBEB regulations, and iv) increase the maximum grant to a single employee to 0.3 mn stock options. As per the scheme, the exercise price shall not be higher than the market price and not less than the face value of the equity shares of the company. We do not support stock option plans which are at a significant discount i.e. of over 20% discount to the market price as on date of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters and the company has disclosed the performance targets for such parameters. However, the company has not disclosed what proportion of the options will have performance-based vesting, nor has the company defined performance criteria and targets. In absence of clarity, we are unable to support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise price not disclosed adequately.
  • Baroda BNP Paribas Mutual FundNon disclosure of exercise price, historically company has allotted ESOP at exercise price of Re.1 (face value) which is not in the spirit of granting ESOP as the interest is not aligned with the minority shareholder
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The plan will permit stock options to be issued with an exercise price at a discount to the market price,as on the date of grant.
  • Invesco Mutual FundThe company proposes to i) cap the size of scheme at 34.7 mn stock options, ii) increase vesting period to maximum of four years iii) modify the exercise price iii) make changes to align with SEBI SBEB regulations, and iv) increase the maximum grant to a single employee to 0.3 mn stock options. As per the scheme, the exercise price shall not be higher than the market price and not less than the face value of the equity shares of the company. We do not support stock option plans which are at a significant discount i.e. of over 20% discount to the market price as on date of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters and the company has disclosed the performance targets for such parameters. However, the company has not disclosed what proportion of the options will have performance-based vesting, nor has the company defined performance criteria and targets. In absence of clarity, we are unable to support the resolution
  • Kotak Mahindra Mutual FundAs per the scheme, the exercise price shall not be higher than the market price and not less than the face value of the equity shares of the company. We do not support stock option plans which are at a significant discount to the market price as on date of grant. In such cases, there is no alignment between the interests of investors and those of employees. Moreover, the company has not disclosed what proportion of the options will have performance-based vesting, nor has the company defined performance criteria and targets. In absence of clarity, we are unable to support the resolution.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and ESOP holders)
  • PPFAS Mutual FundExercise price/formula not disclosed adequately.

  6 for18 against

Mutual fund votes, meeting of 12 Aug 2024, 25 fund houses

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

• Approval of Audited financial statements (including the audited consolidated financial statements) for the year ended 31st March, 2024, the report of the Board of Directors along with relevant Annexures and that of the Statutory AuditorsMoreLess

  23 for0 against
• Payment of Dividend for the financial year ended 31st March, 2024

  20 for0 against
• Re-appointment of Mr Kuldip Singh Dhingra (DIN: 00048406) as a Director of the Company

  25 for0 against
• Re-appointment of Mr Gurbachan Singh Dhingra (DIN: 00048465) as a Director of the Company

  24 for0 against
• Re-designation of Ms Rishma Kaur (DIN: 00043154) from an Executive Non-Independent Director to Non-Executive Non-Independent Director of the Company

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundMs. Rishma Kumar, 51, is part of the promoter group and has been Executive Director of Berger Paints Limited since 3 August 2015. She has been on the board since 14 April 2011. Her current tenure will end on 2 August 2024. She will be stepping off from the board from the executive capacity on completion of her current term. The company seeks to avail her services and therefore wants to appoint her as Non – Executive Non – Independent Director from 3 August 2024. She has attended all five board meetings held in FY24. The company seeks to pay her commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support her redesignation as Non-Executive Director, however, due to a lack of clarity on commission payable to her, we are unable to support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: No absolute cap on remuneration and Inadequate justification.
  • Baroda BNP Paribas Mutual FundGiven the proposed non-executive position, remuneration should be well defined
  • Edelweiss Mutual FundRemuneration should be discussed further
  • Invesco Mutual FundMs. Rishma Kumar, 51, is part of the promoter group and has been Executive Director of Berger Paints Limited since 3 August 2015. She has been on the board since 14 April 2011. Her current tenure will end on 2 August 2024. She will be stepping off from the board from the executive capacity on completion of her current term. The company seeks to avail her services and therefore wants to appoint her as Non – Executive Non – Independent Director from 3 August 2024. She has attended all five board meetings held in FY24. The company seeks to pay her commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support her redesignation as Non-Executive Director, however, due to a lack of clarity on commission payable to her, we are unable to support the resolution
  • Kotak Mahindra Mutual FundMs. Rishma Kumar, 51, is part of the promoter group and has been Executive Director of Berger Paints Limited since 3 August 2015. She has been on the board since 14 April 2011. Her current tenure will end on 2 August 2024. She will be stepping off from the board from the executive capacity on completion of her current term. The company seeks to avail her services and therefore wants to appoint her as Non Executive Non Independent Director from 3 August 2024. She has attended all five board meetings held in FY24. The company seeks to pay her commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support her re-designation as Non-Executive Director, however, due to a lack of clarity on commission payable to her, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundNo absolute cap & inadequate justification for payment of commission.
  • SBI Mutual FundMs. Rishma Kumar, 51, is part of the promoter group and has been Executive Director of Berger Paints Limited since 3 August 2015. She has been on the board since 14 April 2011. Her current tenure will end on 2 August 2024. She will be stepping off from the board from the executive capacity on completion of her current term. The company seeks to avail her services and therefore wants to appoint her as Non – Executive Non – Independent Director from 3 August 2024. She has attended all five board meetings held in FY24. Since she is being redesignated from an executive director to a non-executive director, her commission structure will be with respect to NEDs. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. The company is fully complaint with the legal obligations. But as a good practice, the company should have provided an upper cap on the remuneration of NEDs, or the resolution should have a tenure, so that it gives the opportunity for the minority shareholders to revisit the resolutions at a later stage. We don’t have any concerns regarding the capability of the promoters and support her redesignation. However, due to a lack of clarity on commission payable to her, we are unable to support the resolution.
  • Sundaram Mutual Fund"Ms. Rishma Kumar, 51, is part of the promoter group and has been Executive Director of Berger Paints Limited since 3 August 2015. She has been on the board since 14 April 2011. Her current tenure will end on 2 August 2024. She will be stepping off from the board from the executive capacity on completion of her current term. The company seeks to avail her services and therefore wants to appoint her as Non – Executive Non – Independent Director from 3 August 2024. She has attended all five board meetings held in FY24. The company seeks to pay her commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support her redesignation as Non-Executive Director, however, due to a lack of clarity on commission payable to her, we are unable to support the resolution."
  • Zerodha Mutual FundGovernance concern: No absolute cap on remuneration and Inadequate justification.

  7 for17 against
• Re-designation of Mr Kanwardip Singh Dhingra (DIN: 02696670) from an Executive Non-Independent Director to Non-Executive Non-Independent Director of the Company

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Taurus Mutual FundKanwardip Singh Dhingra, 41, is part of the promoter group and Executive Director of Berger Paints Limited since 3 August 2015. He has been on the board since 14 April 2011. His current tenure will end on 2 August 2024. He will cease to continue as an Executive Director on completion of his current term - the company seeks to avail his services and therefore wants to appoint him as Non–Executive Non–Independent Director from 3 August 2024. He has attended all five board meetings held in FY24. The company seeks to pay him commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support his redesignation as Non-Executive Director, however due to lack of clarity on the commission payable to him, we are unable to support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: No absolute cap on remuneration and Inadequate justification.
  • Baroda BNP Paribas Mutual FundGiven the proposed non-executive position, remuneration should be well defined
  • Edelweiss Mutual FundRemuneration should be discussed further
  • Invesco Mutual FundKanwardip Singh Dhingra, 41, is part of the promoter group and Executive Director of Berger Paints Limited since 3 August 2015. He has been on the board since 14 April 2011. His current tenure will end on 2 August 2024. He will cease to continue as an Executive Director on completion of his current term - the company seeks to avail his services and therefore wants to appoint him as Non–Executive Non–Independent Director from 3 August 2024. He has attended all five board meetings held in FY24. The company seeks to pay him commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support his redesignation as Non-Executive Director, however due to lack of clarity on the commission payable to him, we are unable to support the resolution
  • Kotak Mahindra Mutual FundKanwardip Singh Dhingra, 41, is part of the promoter group and Executive Director of Berger Paints Limited since 3 August 2015. He has been on the board since 14 April 2011. His current tenure will end on 2 August 2024. He will cease to continue as an Executive Director on completion of his current term - the company seeks to avail his services and therefore wants to appoint him as Non Executive Non Independent Director from 3 August 2024. He has attended all five board meetings held in FY24. The company seeks to pay him commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support his re designation as Non-Executive Director, however due to lack of clarity on the commission payable to him, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundNo absolute cap & inadequate justification for payment of commission.
  • SBI Mutual FundKanwardip Singh Dhingra, 41, is part of the promoter group and Executive Director of Berger Paints Limited since 3 August 2015. He has been on the board since 14 April 2011. His current tenure will end on 2 August 2024. He will cease to continue as an Executive Director on completion of his current term - the company seeks to avail his services and therefore wants to appoint him as Non–Executive Non–Independent Director from 3 August 2024. He will be stepping off from the board from the executive capacity on completion of his current term. The company seeks to avail his services and therefore wants to appoint him as Non – Executive Non – Independent Director from 3 August 2024. He has attended all five board meetings held in FY24. Since he is being redesignated from an executive director to a non-executive director, his commission structure will be with respect to NEDs. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. The company is fully complaint with the legal obligations. But as a good practice, the company should have provided an upper cap on the remuneration of NEDs, or the resolution should have a tenure, so that it gives the opportunity for the minority shareholders to revisit the resolutions at a later stage. We don’t have any concerns regarding the capability of the promoters and support his redesignation. However, due to a lack of clarity on commission payable to him, we are unable to support the resolution
  • Sundaram Mutual Fund"Kanwardip Singh Dhingra, 41, is part of the promoter group and Executive Director of Berger Paints Limited since 3 August 2015. He has been on the board since 14 April 2011. His current tenure will end on 2 August 2024. He will cease to continue as an Executive Director on completion of his current term - the company seeks to avail his services and therefore wants to appoint him as Non–Executive Non–Independent Director from 3 August 2024. He has attended all five board meetings held in FY24. The company seeks to pay him commission in excess of 50% of the total commission payable to Non-Executive Directors. Previously, the remuneration for Non-Executive Directors was capped at 1% of net profits, with a maximum limit of Rs. 10.0 mn. However, resolution #10 has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. We support his redesignation as Non-Executive Director, however due to lack of clarity on the commission payable to him, we are unable to support the resolution."
  • Zerodha Mutual FundGovernance concern: No absolute cap on remuneration and Inadequate justification.

  7 for18 against
• Increase in managerial remuneration paid / payable to Mr Abhijit Roy (DIN: 03439064), MD & CEO

  24 for0 against
• Re-appointment of Dr Anoop Kumar Mittal (DIN : 05177010), Independent Director

  24 for0 against
• Appointment of Mr Subir Bose (DIN : 00048451), Independent Director

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed director is the Ex-Employee of the Company.
  • Kotak Mahindra Mutual FundNo concern has been identified w.e.f. profile and time commitment of the proposed director. However, Mr. Subir Bose has been Managing Director of the company from July 1994 till June 2012. He further continued the directorship as Non-executive director till 30th August, 2014. Appointment of past employees as Independent Director can lead to conflict of interest issues. Hence voting against.
  • PPFAS Mutual FundEx-Employee of the Company.
  • Zerodha Mutual FundGovernance concern: Proposed director is the Ex-Employee of the Company.

  17 for8 against
• Payment of Commission to Non-Executive Directors including Independent Directors

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAs per the notice, Non-Executive Directors were being paid commission at upto 1% of the net profits of the company, with an absolute cap of Rs. 10.0 mn. In the past the commission has ranged from 0.05% to 0.06%. The Nomination and Remuneration Committee in their last meeting approved the payment of commission to Non – Executive Directors at 1% of the net profits of the company from FY25. However, the Nomination & Remuneration Committee will determine the actual commission payable, ensuring it does not exceed 1% of the company’s net profit. The company has not capped the commission payable and has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review such payments.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: No absolute cap on proposed payment of commission and no specific period of approval disclosed .
  • Baroda BNP Paribas Mutual FundNo absolute cap indicated on commission to be paid
  • Edelweiss Mutual FundRemuneration should be discussed further
  • HSBC Mutual FundA vote AGAINST this resolution is warranted as the approval will be valid till perpetuity and shareholders will not get to review the payments in the future.
  • Kotak Mahindra Mutual FundAs per the notice, Non-Executive Directors were being paid commission at upto 1% of the net profits of the company, with an absolute cap of Rs. 10.0 mn. In the past the commission has ranged from 0.05% to 0.06%. The Nomination and Remuneration Committee in their last meeting approved the payment of commission to Non Executive Directors at 1% of the net profits of the company from FY25. However, the Nomination & Remuneration Committee will determine the actual commission payable, ensuring it does not exceed 1% of the company s net profit. The company has not capped the commission payable and has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity as shareholders must get a chance to periodically review such payments.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundNo absolute cap and no specific period of approval.
  • SBI Mutual FundAs per the notice, Non-Executive Directors were being paid commission at upto 1% of the net profits of the company, with an absolute cap of Rs. 10.0 mn. In the past the commission has ranged from 0.05% to 0.06%. It has removed this cap, setting the commission at a flat 1% of net profits, thus making it open-ended. The company is fully complaint with the legal obligations. But as a good practice, the company should have provided an upper cap on the remuneration of NEDs, or the resolution should have a tenure, so that it gives the opportunity for the minority shareholders to revisit the resolution at a later stage. We do not support the resolution.
  • Zerodha Mutual FundGovernance concern: No absolute cap on proposed payment of commission and no specific period of approval disclosed .

  6 for19 against
• Ratification of remuneration to be paid to the Cost Auditors of the Company for the financial year 2024-25

  23 for0 against

Mutual fund votes, meeting of 8 Sep 2023, 17 fund houses

• Issue of 1 bonus equity share of face value of Re 1/- each against 5 equity shares of the face value of Re 1/- each

  17 for0 against

Mutual fund votes, meeting of 11 Aug 2023, 18 fund houses

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

• Approval of Audited financial statements (including the audited consolidated financial statements) for the year ended 31st March, 2023, the report of the Board of Directors along with relevant Annexures and that of the Statutory Auditors.MoreLess

  15 for0 against

  1 abstained

• Payment of Dividend for the financial year ended 31st March, 2023

  13 for0 against

  1 abstained

• Re-appointment of Mr Kuldip Singh Dhingra (DIN: 00048406), as a Director of the Company

  ›Against HSBC Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Being Chairman of the Board and persistent non-compliance of Sec 152 of Companies Act, 2013, not on merit of appointee. Further, NED Chairman related to ED.

  14 for3 against

  1 abstained

• Re-appointment of Mr Gurbachan Singh Dhingra (DIN: 00048465), as a Director of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  16 for1 against

  1 abstained

• Re-appointment of Mr Anoop Hoon (DIN : 00686289), as an Independent Director of the Company

  17 for0 against

  1 abstained

• Re- appointment of Mrs Sonu Halan Bhasin (DIN: 02872234), as an Independent Director of the Company

  17 for0 against

  1 abstained

• Appointment of Mr Gopal Krishna Pillai ( DIN: 02340756) as an Independent Director of the Company.

  17 for0 against

  1 abstained

• Ratification of remuneration to be paid to the Cost Auditors of the Company for the financial year 2023-24

  13 for0 against

  1 abstained

Mutual fund votes, meeting of 26 Aug 2022, 16 fund houses

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

• Approval of Audited financial statements (including the audited consolidated financial statements) for the financial year ended 31st March, 2022, the report of the Board of Directors along with relevant Annexures and that of the Statutory Auditors.MoreLess

  14 for0 against
• Payment of Dividend for the financial year ended 31st March, 2022

  15 for0 against
• Re-appointment of Mr Kuldip Singh Dhingra (DIN: 00048406)as a Director of the Company

  16 for0 against
• Re-appointment of Mr Gurbachan Singh Dhingra (DIN: 00048465) as a Director of the Company

  16 for0 against
• Approval for continuation of Directorship of Mr Naresh Gujral (DIN : 00028444) pursuant to Regulation 17(1A) and 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).MoreLess

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund

  • Axis Mutual FundNaresh Gujral, 74, is the founder of Span India Group. Amendments in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. He will attain 75 years of age on 19 May 2023. He has been on the board since 12 February 2003. Although his continuation is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Further, Naresh Gujral has attended 67% (4 out of 6) of board meetings held in FY22 and 68% (13/19) board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all board meetings, and at the very least, 75% board meetings over a three-year period
  • Edelweiss Mutual FundAge of the individual might not allow him to effectivelty contribute to the baord
  • Invesco Mutual FundNaresh Gujral, 74, is the founder of Span India Group. Amendments in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. He will attain 75 years of age on 19 May 2023. He has been on the board since 12 February 2003. Although his continuation is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment Further, Naresh Gujral has attended 67% (4 out of 6) of board meetings held in FY22 and 68% (13/19) board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all board meetings, and at the very least, 75% board meetings over a three-year period.
  • Kotak Mahindra Mutual FundNaresh Gujral, 74 is an entrepreneur and industrialist. He is currently associated with Span India Group, which is one of the leading exporters of high-end fashion garments to Europe from India. He is an eminent industrialist and Social Activist. He has been an Director on the group company board close to 19 years. While compliant with regulations, we believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we do not consider them as independent.
  • LIC Mutual Fund, NJ Mutual FundCompliant with Law. Governance Concern: Prolonged Association
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProlonged Association with the Company

  8 for8 against
• Ratification of remuneration to be paid to the Cost Auditors of the Company for the financial year 2022-23.

  ›Against LIC Mutual Fund, Nippon India Mutual Fund

  • LIC Mutual FundCompliant with law. Governance Concern: Proposed fee is significantly lower than the minimum fee suggested by ICAI.
  • Nippon India Mutual FundLow audit fees

  10 for2 against