Cera Sanitaryware MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 17 Jul 2025, 20 fund houses

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

• To consider and adopt Standalone and Consolidated Audited Financial Statements, Reports of Board of Directors and Auditors for the year ended on 31st March, 2025.

  19 for0 against
• To declare dividend on Equity shares for the FY 2024-25.

  19 for0 against
• Re-appointment of Mr. Anupam Gupta (DIN: 09290890), retiring by rotation, as a Director.

  20 for0 against
• Ratification of remuneration payable to Cost Auditors for the FY 2025-26.

  18 for0 against
• Appointment of Secretarial Auditors for a period of 5 (five) consecutive years.

  19 for0 against

Mutual fund votes, meeting of 22 Mar 2025, 19 fund houses

• Re-appointment of Mrs. Deepshikha Khaitan (DIN:03365068) as a “Vice Chairman and Joint Managing Director” of the Company.

  19 for0 against

Mutual fund votes, meeting of 11 Jul 2024, 17 fund houses

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

• To consider and adopt Standalone and Consolidated Audited Financial Statements, Reports of Board of Directors and Auditors for the year ended on 31st March, 2024.

  17 for0 against
• To declare dividend on Equity shares for the financial year 2023-24.

  17 for0 against
• Re-appointment of Mr. Anupam Gupta (DIN: 09290890), retiring by rotation, as a Director.

  17 for0 against
• Ratification of remuneration payable to Cost Auditors for the financial year 2024-25.

  16 for0 against
• Re-appointment of Mr. Anupam Gupta (DIN 09290890) as an Executive Director (Technical) for a further period of 3 years w.e.f. 15th October, 2024.

  17 for0 against
• Adoption of new set of Articles of Association of the Company.

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance concern: Clause of holding position of CMD by the same person in AOA & Provision for appointment of Alternate Director.

  12 for5 against

Mutual fund votes, meeting of 16 May 2024, 17 fund houses

• Approval of the ‘Cera Sanitaryware – Employee Stock Option Scheme 2024’ (“ESOS 2024”/ “Scheme”)

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundCompliant with law. Governance & Transparency Concern: Potential maximum benefit to a single employee is excessive. Requires further explanation.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Potential maximum benefit to a single employee is excessive.
  • Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundThe scheme will be implemented through the trust route: by way of fresh issue/ secondary acquisition/ or both. If the entire scheme is implemented by way of fresh issue, it will result in a dilution of 2.0% on the expanded capital base. The exercise price will be the face value at the time of grant. Stock options granted at the current face value (Rs. 5.0) represent a deep discount of 99.9% to the current market price. Vesting is primarily linked to continuation of employment and the board/ committee has the power to determine performance metrics, if any. We do not favor ESOP plans where options are granted at a significant discount (>20%) to market price since ESOPs are ‘pay at risk’ options that employees accept at the time of grant. The downward risk is protected if the ESOPs are issued at significant discount to the market price. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. In the current case, the board/ NRC’s power to determine performance linked vesting is discretionary and thus, we do not support the resolution.
  • Edelweiss Mutual FundWill lead to dilution
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Nippon India Mutual FundExcessive potential benefit to employee

  5 for12 against
• Approval of secondary acquisition of shares through Trust route for the implementation of ‘Cera Sanitaryware - Employee Stock Option Scheme 2024’

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundCompliant with law. Governance & Transparency Concern: Potential maximum benefit to a single employee is excessive. Requires further explanation.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Potential maximum benefit to a single employee is excessive.
  • Bank of India Mutual Fund, Sundaram Mutual FundOur view is linked to resolution #1.
  • DSP Mutual FundUnder this proposal, the scheme will be implemented through the trust route, by way of secondary acquisition. The rest of the reason for voting against remains the same and is linked to our reason for Resolution #1 above. If the entire scheme is implemented by way of fresh issue, it will result in a dilution of 2.0% on the expanded capital base. The exercise price will be the face value at the time of grant. Stock options granted at the current face value (Rs. 5.0) represent a deep discount of 99.9% to the current market price. Vesting is primarily linked to continuation of employment and the board/ committee has the power to determine performance metrics, if any. We do not favor ESOP plans where options are granted at a significant discount (>20%) to market price since ESOPs are ‘pay at risk’ options that employees accept at the time of grant. The downward risk is protected if the ESOPs are issued at significant discount to the market price. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. In the current case, the board/ NRC’s power to determine performance linked vesting is discretionary and thus, we do not support the resolution.
  • Edelweiss Mutual FundWill lead to dilution
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Mirae Asset Mutual FundOur view is linked to resolution #1 that ESOP pricing is at a significant discount and hence against
  • Nippon India Mutual FundExcessive potential benefit to employee

  5 for12 against
• Provision of money by the Company for subscription and purchase of its own Shares by the Trust under the ‘Cera Sanitaryware - Employee Stock Option Scheme 2024’

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundCompliant with law. Governance & Transparency Concern: Potential maximum benefit to a single employee is excessive. Requires further explanation.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Potential maximum benefit to a single employee is excessive.
  • Bank of India Mutual Fund, Sundaram Mutual FundOur view is linked to resolution #1.
  • DSP Mutual FundUnder this proposal, the scheme will be implemented through the trust route, by way of providing money to the Trust to acquire the shares. The rest of the reason for voting against remains the same and is linked to our reason for Resolution #1 above. If the entire scheme is implemented by way of fresh issue, it will result in a dilution of 2.0% on the expanded capital base. The exercise price will be the face value at the time of grant. Stock options granted at the current face value (Rs. 5.0) represent a deep discount of 99.9% to the current market price. Vesting is primarily linked to continuation of employment and the board/ committee has the power to determine performance metrics, if any. We do not favor ESOP plans where options are granted at a significant discount (>20%) to market price since ESOPs are ‘pay at risk’ options that employees accept at the time of grant. The downward risk is protected if the ESOPs are issued at significant discount to the market price. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. In the current case, the board/ NRC’s power to determine performance linked vesting is discretionary and thus, we do not support the resolution.
  • Edelweiss Mutual FundWill lead to dilution
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Mirae Asset Mutual FundOur view is linked to resolution #1 that ESOP pricing is at a significant discount and hence against
  • Nippon India Mutual FundExcessive potential benefit to employee

  5 for12 against

Mutual fund votes, meeting of 5 Apr 2024, 17 fund houses

• Approval of Appointment of Mr. Anandh Sundar (DIN: 10409065) as an Independent Director of the Company for the term of 3 years w.e.f. 12th February, 2024.

  17 for0 against

Mutual fund votes, meeting of 6 Jul 2023, 13 fund houses

• To consider and adopt Standalone and Consolidated Audited Financial Statements, Reports of Board of Directors’ and Auditors’ for the year ended on 31st March, 2023.

  13 for0 against
• To declare a Dividend of Rs. 50/- per equity share for the Financial Year 2022-23.

  13 for0 against
• To appoint a director in place of Shri Ayush Bagla (DIN 01211591), who retires by rotation and being eligible, offers himself for reappointment.

  ›Against HSBC Mutual Fund

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

  12 for1 against
• To ratify the remuneration payable to K. G. Goyal & Co., Cost Auditors for the Financial Year 2023-24.

  13 for0 against
• Re-appointment of Ms. Akriti Jain (DIN 08259413) as an Independent Director for second term of 5 years.

  ›Against Bandhan Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundRe-appointment Non-compliant with Law: Proposed re-appointment of Independent Director will exceed 10 years at the end of proposed term.
  • Nippon India Mutual FundProposed re-appointment of Independent Director will exceed 10 years

  9 for4 against