Campus Activewear CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Sep 2024, 14 fund houses

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

• To receive, consider and adopt the AuditedFinancial Statements of the Company for the Financial Year ended March 31, 2024 together with the reports of the Auditors and Board of Directors thereon and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:MoreLess

  13 for0 against
• To appoint a Director in place of Mr. Nikhil Aggarwal (DIN: 01877186), who retires by rotation and being eligible, offers himself for re-appointment and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:MoreLess

  13 for0 against
• To consider and re-appoint Mr. Hari Krishan Agarwal as Chairman and Managing Director of the Company

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundNo concern identified over the merits of appointee. Remuneration terms non-compliant with SEBI LODR: Proposed remuneration not in accordance with the law. Governance concern: Holds Combined position of Chairman & Managing Director. No absolute cap on variable pay. Board Discretion on payable remuneration.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • There is no clarity on the performance metrics that will be used to determine such variable pay outcomes. • The pay of the nominee is not aligned with the performance of the company. • They will be paid the proposed remuneration as minimum remuneration even in the event of loss or inadequate profits of the company.

  9 for5 against
• To consider and re-appoint Mr. Nikhil Aggarwal as Whole Time Director and Chief Executive Officer of the Company

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundNo concern identified over the merits of appointee. Remuneration terms non-compliant with SEBI LODR: Proposed remuneration not in accordance with the law. Governance concern: No absolute cap on Variable pay. Board Discretion on payable remuneration.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • There is no clarity on the performance metrics that will be used to determine such variable pay outcomes. • The pay of the nominee is not aligned with the performance of the company. • They will be paid the proposed remuneration as minimum remuneration even in the event of loss or inadequate profits of the company.

  6 for5 against

Mutual fund votes, meeting of 21 Mar 2024, 16 fund houses

• TO APPROVE THE RELATED PARTY TRANSACTION FOR THE APPOINTMENT OF MS. VINOD AGGARWAL AS A CONSULTANT OF THE COMPANY

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed remuneration appears to be excessive.
  • Kotak Mahindra Mutual FundEven though no concern has been identified with regards to the profile and time commitment of Ms Vinod Aggarwal, the company has given no clarity regarding the basis behind proposing her office as a consultant. Moreover, the basis of the proposed remuneration pay is unclear. This raises a governance concern. Hence voting against.

  11 for5 against

Mutual fund votes, meeting of 26 Sep 2023, 13 fund houses

• To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31 March 2023 together with the Reports of the Auditors and Board of Directors thereon.

  13 for0 against
• To appoint a Director in place of Mr. Ankur Nand Thadani (DIN: 03566737), who retires by rotation and being eligible, offers himself for re-appointment.

  13 for0 against
• To appoint M/s. B S R and Co, Chartered Accountants as Statutory Auditors for 5 (five) consecutive years and fix remuneration.

  13 for0 against

Mutual fund votes, meeting of 18 Nov 2022, 10 fund houses

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

• To receive, consider and adopt the Revised Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year ended 31st March 2022 together with the Reports of the Auditors and Board of Directors thereonMoreLess

  10 for0 against
• To consider the appointment of a director in place of Mr. Nikhil Aggarwal (DIN: 01877186), who retires by rotation and being eligible, offers himself for re- appointment

  10 for0 against
• Alteration of the Articles of Association of the Company

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, WhiteOak Capital Mutual Fund

  • Axis Mutual FundThe company seeks shareholder approval for alteration to certain clauses of Articles of Association (AoA). We raise concerns over clause 150(b) which states that the Chairperson and Managing Director will not be liable to retire by rotation. We do not favour permanent board representation by virtue of non-retiring directorship. While we understand that the current Chairperson is an Executive Director (Harish Krishan Agarwal) and thus will require periodic shareholder approval for his reappointment, if a Non-Executive Director is appointed as Chairperson, this clause would take away the shareholders' chance to vote on the reappointment of such Non-Executive Director.
  • Edelweiss Mutual FundFull details not given
  • HDFC Mutual FundThe amendment will result in Chairman, if appointed in non-executive capacity, not be liable to retire by rotation. Thus, shareholders would not get a chance to periodically review the appointment.
  • ICICI Prudential Mutual FundThe company is proposing to amend clause 150 (b) of Articles of Association (AoA) by virtue of which the Chairman and Managing Director of the company shall not be liable to retire by rotation. This effectively gives a lifetime tenure to the company’s promoter director Mr. H. K. Agarwal. The AMC does not favor such permanent board representation, especially given the limited listing history of the company and hence, have voted against the resolution.
  • Invesco Mutual FundThe company seeks shareholder approval for alteration to certain clauses of Articles of Association (AoA). We raise concerns over clause 150(b) which states that the Chairperson and Managing Director will not be liable to retire by rotation. We do not favour permanent board representation by virtue of non-retiring directorship. While we understand that the current Chairperson is an Executive Director (Harish Krishan Agarwal) and thus will require periodic shareholder approval for his reappointment, if a Non-Executive Director is appointed as Chairperson, this clause would take away the shareholders’ chance to vote on the reappointment of such Non-Executive Director. We believe the company should have disclosed the comprehensive set of articles of association on its website while seeking shareholder approval
  • Nippon India Mutual FundInsufficient information
  • SBI Mutual FundThe company seeks shareholder approval for alteration to certain clauses of Articles of Association (AoA). We raise concerns over clause 150(b) which states that the Chairperson and Managing Director will not be liable to retire by rotation. SBIMF’s internal voting policy does not allow us to vote in favour of resolutions in perpetuity. Sine the Chairperson and Managing Director positions will not be liable to retire by rotation, it may create board permanency, which we are unable to support, which is why we are voting against this resolution.
  • WhiteOak Capital Mutual FundThe company seeks shareholder approval for alteration to certain clauses of Articles of Association (AoA). We raise concerns over clause 150(b) which states that the Chairperson and Managing Director will not be liable to retire by rotation. We do not favour permanent board representation by virtue of non-retiring directorship. While we understand that the current Chairperson is an Executive Director (Harish Krishan Agarwal) and thus will require periodic shareholder approval for his reappointment, if a Non-Executive Director is appointed as Chairperson, this clause would take away the shareholders’ chance to vote on the reappointment of such Non-Executive Director. We believe the company should have disclosed the comprehensive set of articles of association on its website while seeking shareholder approval.

  2 for8 against
• Ratification of Campus Activewear Limited Employee Stock Option Plan 2021 (‘ESOP 2021’) of the Company

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where options are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting.
  • Edelweiss Mutual Fundearnings dilutive
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The exact performance targets for vesting and the exercise period for vested options, have not been disclosed. • There is no compelling rationale for the grant of stock options to the employees of the holding company.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Invesco Mutual FundESOP 2021 has a pool size of 3040,856 options (adjusted for stock split), of which 854,028 were granted prior to the IPO. The dilution for the 2021 stock option schemes (including ESOP 2021, Special Grant 2021 and Vision Pool 2021) will be 1.75% of the extended capital base. While stock options pre-listing were granted at an exercise price which was higher than the fair value, the company has the power to grant the remaining options at a price as low as face value of Rs. 5: this represents a discount of 99.1% on the current market price. We do not favour ESOP schemes where options are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price.
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundWe note that under the ESOP 2021 scheme only 28% of the options have been granted, and the rest are remaining to be granted. We understand that the stock options that were granted pre-IPO had an exercise price which was higher than the fair value. We understand that the exercise price would not be lower than the face value (INR 5), which is deeply discounted. As per SBIMF internal voting policy, deeply discounted ESOP schemes are supported if performance criteria for individuals/company are clarified. Since performance parameters are not available we are unable to support the resolution.

  2 for7 against
• Ratification and Approval to Extend the Benefits of Campus Activewear Limited Employee Stock Option Plan 2021 (‘ESOP 2021’) to the employees of the subsidiary Company

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where options are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting.
  • Edelweiss Mutual Fundearnings dilutive
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The exact performance targets for vesting and the exercise period for vested options, have not been disclosed. • There is no compelling rationale for the grant of stock options to the employees of the holding company.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Invesco Mutual Fund, SBI Mutual FundOur view is linked to resolution #4.
  • Nippon India Mutual FundInadequate disclosure

  2 for7 against
• Ratification of Campus Activewear Limited Employee Stock Option Plan 2021- Special Grant

  ›Against Edelweiss Mutual Fund, Franklin Templeton Mutual Fund

  • Edelweiss Mutual Fundearnings dilutive
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The maximum period of vesting and the exercise period for vested options, have not been disclosed. • There is no compelling rationale for the grant of stock options to the employees of the holding company.

  1 for2 against
• Ratification and Approval to Extend the Benefits of Campus Activewear Limited Employee Stock Option Plan 2021- Special Grant (Special Grant 2021) to the employees of the subsidiary Company

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where options are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting.
  • Edelweiss Mutual Fundearnings dilutive
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The maximum period of vesting and the exercise period for vested options, have not been disclosed. • There is no compelling rationale for the grant of stock options to the employees of the holding company.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Invesco Mutual FundOur view is linked to resolution #6.
  • Nippon India Mutual FundInadequate disclosure

  3 for6 against
• Approval of Variation in Terms of Campus Activewear Limited Employee Stock Option Plan 2021- Vision Pool

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundThe company seeks to alter certain clauses of the scheme which relate to vesting of stock options. While the company has disclosed the altered clauses in the shareholder notice, we believe the company should have disclosed the previous unaltered clauses as well, which will provide shareholders with comprehensive information regarding the impact of such changes. We are unable to support the amendments to the scheme as we do not support ratification of Vision Pool 2021.
  • Edelweiss Mutual Fundearnings dilutive
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The performance targets for vesting, maximum period of vesting and the exercise period for vested options, have not been disclosed. • There is no compelling rationale for the grant of stock options to the employees of the holding company. • The proposed variation in terms under Clause 7.2 of the scheme raises concerns for shareholders in view of the lack of clarity regarding the maximum vesting period.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Invesco Mutual FundThe company has an existing ESOP scheme: Campus Activewear Limited Employee Stock Option Plan 2021- Vision Pool. The company seeks to alter certain clauses of the scheme which relate to vesting of stock options. While the company has disclosed the altered clauses in the shareholder notice, we believe the company should have disclosed the previous unaltered clauses as well, which will provide shareholders with comprehensive information regarding the impact of such changes. We are unable to support the amendments to the scheme as we do not support ratification of Vision Pool 2021. Our view is linked to resolution #9.
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundWe understand that the amended clauses of the ESOP vision pool 2021 scheme have been provided by the company to the shareholders however the initial clauses are not available due to which we have not been able to understand the implications of changes. Hence, we are unable to support the resolution due to unavailability of information.

  3 for7 against
• Ratification of Campus Activewear Limited Employee Stock Option Plan 2021 – Vision Pool

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where options are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting.
  • Edelweiss Mutual Fundearnings dilutive
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The performance targets for vesting, maximum period of vesting and the exercise period for vested options, have not been disclosed. • There is no compelling rationale for the grant of stock options to the employees of the holding company. • The proposed variation in terms under Clause 7.2 of the scheme raises concerns for shareholders in view of the lack of clarity regarding the maximum vesting period.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Invesco Mutual FundVision Pool 2021 has a pool size of 1,800,000 options of which 1,039,760 options were granted in December 2021 (pre-listing) and 10,144 options were lapsed in FY22. The dilution for 2021 ESOP schemes (including ESOP 2021, Special Grant 2021 and Vision Pool 2021) will be 1.75% of the extended capital base. While stock options pre-listing were granted at Rs. 197.16 per option, the company has the power to grant the remaining options at a price as low as face value: which represents a discount of 99.1% on the current market price. We do not favour ESOP schemes where options are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundWe note that under the ESOP Vision Pool 2021 scheme, around 58% of the options were granted. We understand that the stock options that were granted pre-IPO had an exercise price which was higher than the fair value. We understand that the exercise price would not be lower than the face value (INR 5), which is deeply discounted. As per SBIMF internal voting policy, deeply discounted ESOP schemes are supported if performance criteria for individuals/company are clarified. Since performance parameters are not available, we are unable to support the resolution.

  2 for7 against
• Ratification and Approval to Extend the Benefits of Campus Activewear Limited Employee Stock Option Plan 2021- Vision Pool (‘Vision Pool 2021’) to the employees of the subsidiary Company

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where options are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting.
  • Edelweiss Mutual Fundearnings dilutive
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The performance targets for vesting, maximum period of vesting and the exercise period for vested options, have not been disclosed. • There is no compelling rationale for the grant of stock options to the employees of the holding company. • The proposed variation in terms under Clause 7.2 of the scheme raises concerns for shareholders in view of the lack of clarity regarding the maximum vesting period.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Invesco Mutual Fund, SBI Mutual FundOur view is linked to resolution #9.
  • Nippon India Mutual FundInadequate disclosure

  2 for7 against