CCL Products (India) MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 20 Sep 2024, 18 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 Statement of the Company for the financial year ended March 31, 2024 and the Report of the Board of Directors and Auditors thereon; and (b) the audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2024 and the Report of Auditors thereon.MoreLess

  18 for0 against
• To confirm the interim dividend on equity shares for the financial year 2023-24.

  18 for0 against
• To declare final dividend on equity shares for the financial year ended March 31, 2024

  18 for0 against
• To appoint Smt. Challa Shantha Prasad (DIN: 00746477), who retires by rotation as a Director

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board independence norms are not met (after reclassification), and Bandi Mohan Krishna and Challa Shantha Prasad are non-independent director nominees.

  17 for1 against
• To appoint Sri B. Mohan Krishna (DIN: 03053172), who retires by rotation as a Director

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board independence norms are not met (after reclassification), and Bandi Mohan Krishna and Challa Shantha Prasad are non-independent director nominees.

  17 for1 against
• Ratification of Remuneration to Cost Auditors (FY 2024-25)

  17 for0 against
• Amendment of Article 82 of the Articles of Association of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundNon-Compliant with law: Article 82 of the AoA allows the minimum no. of Director on the Board to be less than six directors.
  • PPFAS Mutual FundAs per the AoA of the Company, the board composition is defined to be in a range between three and fourteen, however, as per SEBI LODR 2015, the board of directors shall comprise of not less than six directors. Also the role of Chairman is recommended to be Non executive as a good governance practice

  11 for7 against

Mutual fund votes, meeting of 29 Sep 2023, 18 fund houses

• To appoint Sri Sudhakar Ambati (DIN: 01080550) to the office of Independent Director of the Companynin terms of Section 149 of the Companies Act, 2013: n

  18 for0 against

Mutual fund votes, meeting of 22 Aug 2023, 18 fund houses

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

• To receive, consider and adopt n(a) the audited Standalone Financial Statement of the Company for the year 2022-23 together with the Report of the Board of Directors and Auditors thereon; andn(b) the audited Consolidated Financial Statement of the Company for the year ended 2022-23 together with the Report of Auditors thereon.nMoreLess

  16 for0 against
• To confirm the interim dividend of Rs.3.00/- per Equity Share of Rs. 2.00/- each to the shareholders, declared by the Board of Directors in their meeting held on 18th January, 2023 for the financial year 2022-23.MoreLess

  18 for0 against
• To declare final dividend of Rs. 2.50/- per Equity Share of Rs. 2.00/- each to the shareholders for the financial year 2022-23

  18 for0 against
• To appoint Smt. Challa Shantha Prasad (DIN 00746477), who retires by rotation as a Director

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board is chaired by an executive and promoter director and the board is not at least one-half independent and Challa Shantha Prasad, Satyavada Venkata Ramachandra Rao and Kondamudu Kasyap (K.K.) Sarma are non-independent director nominees.

  17 for1 against
• To appoint Sri K. K. Sarma (DIN 06672873), who retires by rotation as a Director

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board is chaired by an executive and promoter director and the board is not at least one-half independent and Challa Shantha Prasad, Satyavada Venkata Ramachandra Rao and Kondamudu Kasyap (K.K.) Sarma are non-independent director nominees.

  17 for1 against
• Reappointment of Sri Durga Prasad Kode (DIN 07946821) to the office of Independent Director

  ›Against LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund

  • LIC Mutual Fund, PGIM India Mutual FundNon-Compliance: With Section 149 of the Companies Act, 2013. Prior Approval for reappointment not obtained.
  • Motilal Oswal Mutual FundNon-compliance with section 149. Prior approval not obtained.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • PPFAS Mutual FundSince the total appointment period exceeds 10 years (2 successive terms of 5 years each) and the 1st term was 5 years and 5 months, it is not as per the laws. Recommend to vote against

  13 for5 against
• Reappointment of Smt. Kulsoom Noor Saifullah (DIN 02544686) to the office of Independent Director

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • 360 One Mutual Fund, LIC Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: has Not served required Cooling off period of three years, Prolonged association.
  • Axis Mutual Fund, Bank of India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Tata Mutual FundMs. Kulsoom Noor Saifullah, 66, is the founder of The India Harmony Foundation. She was also appointed as advisor and sole representative of the Donetsk Regional Administration, Government of Ukraine in India. She has been on board of the company since 2015 as Non-Executive Non-Independent Director and was then appointed as an Independent Director for five years from February 2019. We do not support the appointment of former Non-Executive Non-Independent Directors on the board as Independent Directors where a cooling-off period for at least three years has not been served. Since we did not support Ms. Kusloom Noor Saifullah’s initial appointment on the board as an Independent Director, we do not support her reappointment.
  • HDFC Mutual FundAs she was on the board as a Non Executive Non Independent Director, we do not consider her independent
  • HSBC Mutual FundA vote AGAINST this resolution is warranted given that at the end of Kulsoom Noor Saifullah's proposed term, she will have served as director of the company for more than 10 years, thus her independence could be compromised
  • Mahindra Manulife Mutual FundGovernance Concern: has Not served required Cooling off period of three years, Prolonged association.
  • Motilal Oswal Mutual FundNot served cooling period and prolonged association.
  • Nippon India Mutual FundAssociation may adversely impact independence

  5 for13 against
• Reappointment of Sri K. V. Chowdary (DIN 08485334) to the office of Independent Director

  18 for0 against
• Appointment of Dr. Krishnanand Lanka (DIN 07576368) to the office of Independent Director

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • 360 One Mutual Fund, LIC Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: has Not served required Cooling off period of three years, Prolonged association.
  • Axis Mutual Fund, Bank of India Mutual Fund, Mahindra Manulife Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Tata Mutual FundDr. Krishnanand Lanka, 61, is a professor in the Mechanical Engineering Department, National Institute of Technology, Warangal. Till 13 July 2023, he was a Non-Executive Non-Independent Director on the board and has been on the board since September 2016. Post his resignation as NED on 13 July 2023, the company proposes to appoint him as an Independent Director for five years from 14 July 2023. He has served on the board since July 2016 as Non-Executive Non-Independent Director. We do not support the appointment of former Non-Executive Non-Independent Directors on the board as Independent Directors where a cooling-off period for at least three years has not been served. Hence, we do not support his appointment.
  • HDFC Mutual FundAs he was on the board as a Non Executive Non Independent Director, we do not consider him independent
  • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of sufficient information on the redesignation of Krishnanand Lanka from non-independent to independent. Also, at the end of his proposed term, he will have served as director of the company for more than 10 years, thus his independence could be compromised
  • Motilal Oswal Mutual FundNot served cooling period and prolonged association.
  • Nippon India Mutual FundAssociation may adversely impact independence

  5 for13 against
• Appointment of Sri Satyavada Venkata Ramachandra Rao (DIN 01869061) to the office of Non-Executive Director

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board is chaired by an executive and promoter director and the board is not at least one-half independent and Challa Shantha Prasad, Satyavada Venkata Ramachandra Rao and Kondamudu Kasyap (K.K.) Sarma are non-independent director nominees.

  17 for1 against
• Reappointment of Sri Challa Srishant (DIN 00016035) to the office of Managing Director:

  ›Against 360 One Mutual Fund, Axis Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual Fund, LIC Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: No absolute cap on variable pay.
  • Axis Mutual Fund, Sundaram Mutual FundChalla Srishant, 40, is part of the promoter family and the Managing Director. He has been on board since 2005 and was last reappointed as Managing Director in the FY19 AGM. He was paid a remuneration of Rs. 68.4 mn in FY23 which was 157.9x the median employee remuneration. We estimate his annual remuneration to be Rs. 81.1 mn. We believe that his remuneration his high when compared to peers (Pay as a % of Consolidated PBT of 2.6% v/s Peer average of 0.6%) and not commensurate with the size and complexity of the business. Further, we also raise concern that overall promoter remuneration is high at 5.3% of PBT and 14.3% of Employee cost. The company has also disclosed that he also receives remuneration from Ngon Coffee Company Limited (NCCL), a wholly owned subsidiary in Vietnam. We believe this structure of paying remuneration via a subsidiary is not a good practice as it deprives shareholders of the opportunity to vote on that part of the remuneration. The company must also disclose performance metrics which will determine his commission payout. Further, we note that Challa Srishant will not be liable to retire by rotation. If he remains as a non-rotational director (when he ceases to be Managing Director), he may get board permanency. However, we understand that the recent amendments to SEBI LODR effective 1 April 2024 provide sufficient guardrails by mandating a five-year approval for such directors.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • There is no absolute cap on the commission element or his overall pay. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the commission element. • Challa Srishant's proposed pay is deemed high and positioned aggressively, compared to industry peers.
  • Motilal Oswal Mutual FundNo absolute cap on variable.
  • Nippon India Mutual FundNo absolute cap on variable pay

  9 for9 against
• Reappointment of Sri B. Mohan Krishna (DIN 03053172) to the office of Whole Time Director

  ›Against 360 One Mutual Fund, Axis Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual Fund, LIC Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: No absolute cap on variable pay.
  • Axis Mutual Fund, Sundaram Mutual FundB. Mohan Krishna, 42, is part of the promoter group and the Whole Time Director of the company. He has been on board since 2013 and was last reappointed as a Whole time Director in the FY19 AGM. He was paid a remuneration of Rs. 51.3 mn in FY23 which was 118.5x the median employee remuneration. We estimate his annual remuneration to be Rs. 67.7 mn. We believe that his remuneration his high when compared to peers (Pay as a % of Consolidated PBT of 2.2% v/s Peer average of 0.6%) and not commensurate with the size and complexity of the business. Further, we also raise concern that overall promoter remuneration is high at 5.3% of PBT and 14.3% of Employee cost. The company has also disclosed that he also receives remuneration from Ngon Coffee Company Limited (NCCL), a wholly owned subsidiary in Vietnam. We believe this structure of paying remuneration via a subsidiary is not a good practice as it deprives shareholders of the opportunity to vote on that part of the remuneration. The company must also disclose performance metrics which will determine his commission payout.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • There is no absolute cap on the commission element or his overall pay. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the commission element. • B. Mohan Krishna's proposed pay is deemed high and positioned aggressively, compared to industry peers. • The board independence norms are not met (as per ISS reclassification), and he is a non-independent director nominee.
  • Motilal Oswal Mutual FundNo absolute cap on variable.
  • Nippon India Mutual FundNo absolute cap on variable pay

  9 for9 against
• Ratification of Remuneration to Cost Auditors

  18 for0 against

Mutual fund votes, meeting of 30 Aug 2022, 12 fund houses

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

• To receive, consider and adopt nn(a) audited Standalone Financial Statement of the Company for the financial year 2021-22 together with the Report of the Board of Directors and Auditors thereon; andnn(b) The audited Consolidated Financial Statement of the Company for the financial year 2021-22 together with the Report of the Auditors thereonnMoreLess

  10 for0 against
• (a) To confirm the interim dividend of` 3.00/- per Equity Share of 2.00/- each to the shareholders, declared by the Board of Directors in their meeting held on 19th January, 2022 for the financial year 2021-22.nn(b) To declare final dividend of` 2.00/- per Equity Share of 2.00/- each to the shareholders for the financial year 2021-22MoreLess

  12 for0 against
• To appoint a director in place of Mr. B. Mohan Krishna (DIN: 03053172), who retires by rotation and being eligible, offers himself for re-appointment to the office of Director.

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: • The board is chaired by an executive and promoter director and the board is not at least one-half independent and Bandi Mohan Krishna is non-independent director nominee.
  • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent and where board chair is an executive or the promoter.

  10 for2 against
• To appoint a director in place of Dr. Lanka Krishnanand (DIN: 07576368), who retires by rotation and being eligible, offers himself for re-appointment to the office of Director.

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: • The board is chaired by an executive and promoter director and the board is not at least one-half independent and Lanka Krishnanand is non-independent director nominee.
  • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent and where board chair is an executive or the promoter.

  10 for2 against
• To reappoint M/s. Ramanatham & Rao, Chartered Accountants, (Registration No. 206421) as the Statutory Auditors of the company.

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted: • The company has not disclosed any information on the audit firm's profile, which impacts the ability of the shareholders to assess the auditors' independence and credibility.
  • HSBC Mutual FundA vote against this resolution is desired if the level of disclosure does not allow to make an informed decision.
  • Nippon India Mutual FundInadequate disclosure
  • PPFAS Mutual FundInadequate disclosures in terms of of SEBI LODR 2015. Terms, fees and scope of appointment have not been mentioned in the notice.

  8 for4 against
• Re-appointment of Mr. Challa Rajendra Prasad as an Executive Chairman

  ›Against Nippon India Mutual Fund, PPFAS Mutual Fund

  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • PPFAS Mutual FundThe re-appointment has to be within 3 months of retirement as per Companies Act which has not been complied with. Also a director who has attained the age of 70 years cannot be appointed on the Board as a director.

  10 for2 against
• Ratification of Remuneration to Cost Auditors (Financial year 2021-22)

  10 for0 against
• Ratification of Remuneration to Cost Auditors (Financial year 2022-23)

  11 for0 against
• Approval of CCL Employee Stock Option Scheme - 2022 (the CCL Scheme 2022/ the Scheme) and Grant of options under the Scheme

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • 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 deep discount to the market price, as on grant date. • The exact performance targets for vesting of stock options or performance stock units have not been disclosed.
  • HSBC Mutual FundA vote against this resolution is desired if the level of disclosure does not allow to make an informed decision.

  1 for2 against
• Approval for Grant of options pursuant to CCL Employee Stock Option Scheme - 2022 (the CCL Scheme 2022/ the Scheme) to the employees of the subsidiary companies

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where the exercise price can be at a significant discount to market price.
  • Bank of India Mutual FundThe company seeks to extend the benefit of stock options under “CCL Employee Stock Option Scheme 2022” to employees of its subsidiaries. Our views on Resolution #10 are linked to our views on Resolution #9.
  • 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 deep discount to the market price, as on grant date. • The exact performance targets for vesting of stock options or performance stock units have not been disclosed.
  • HSBC Mutual FundA vote against this resolution is desired if the level of disclosure does not allow to make an informed decision.
  • Nippon India Mutual FundStock options are granted at a significant discount

  7 for5 against
• Approval of the implementation of “CCL Employee Stock Option Scheme - 2022” through Trust

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where the exercise price can be at a significant discount to market price.
  • Bank of India Mutual FundThe company intends to use trust route for implementation of “CCL Employee Stock Option Scheme 2022”. Our view is linked to resolution #9.
  • 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 deep discount to the market price, as on grant date. • The exact performance targets for vesting of stock options or performance stock units have not been disclosed.
  • HSBC Mutual FundA vote against this resolution is desired if the level of disclosure does not allow to make an informed decision.
  • Nippon India Mutual FundStock options are granted at a significant discount

  6 for5 against
• Approval for grant of loan (money) to CCL Employees Trust by the Company for implementation of CCL Employee Stock Option Scheme - 2022

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundWe do not favour ESOP schemes where the exercise price can be at a significant discount to market price.
  • Bank of India Mutual FundThe company intends to use trust route for implementation of “CCL Packaging Employee Stock Scheme Plan 2022” and thus seeks shareholder approval for providing loan to the trust up to Rs. 2.0 mn. Our view is linked to resolution #9.
  • 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 deep discount to the market price, as on grant date. • The exact performance targets for vesting of stock options or performance stock units have not been disclosed.
  • HSBC Mutual FundA vote against this resolution is desired if the level of disclosure does not allow to make an informed decision.
  • Nippon India Mutual FundStock options are granted at a significant discount

  7 for5 against

Mutual fund votes, meeting of 26 Aug 2021, 13 fund houses

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

• To receive, consider and adopt nn(a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and Auditors thereon; and nn(b) the Audited Consolidated Financial Statements of the Company for the year 2020-21.nMoreLess

  11 for0 against
• (a)To confirm the interim dividend of Rs. 2.00/- per equity shares of Rs. 2.00/- each, declared by Board of Directors in their meeting held on 20th October, 2020 for the financial year 2020-21.nn(b) To declare final dividend of Rs.2.00/- per Equity Share of Rs. 2.00/- each to the shareholders for the financial year 2020-21. nMoreLess

  13 for0 against
• To appoint a director in place of Ms. Challa Shantha Prasad (DIN 00746477), who retires by rotation and being eligible, offers herself for re-appointment to the office of Director.

  13 for0 against
• To appoint a director in place of Mr. K. K. Sarma (DIN 06672873), who retires by rotation and being eligible, offers himself for re-appointment to the office of Director.

  13 for0 against
• Ratification of Remuneration to Cost Auditors

  13 for0 against

Mutual fund votes, meeting of 10 Apr 2021, 11 fund houses

• Approval of the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company)nand CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditorsnpursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013nand rules thereunder.MoreLess

  10 for0 against

  1 abstained