Coromandel International CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 24 Jul 2025, 32 fund houses

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

• To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, the Report of the Auditors’ thereon and the Report of the Board of Directors.MoreLess

  32 for0 against
• To consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, the Report of the Auditors’ thereon.

  ›Against Groww Mutual Fund

  • Groww Mutual FundUnqualified financial statements (except certain non-material remarks identified in CARO Report). Non-Compliant with Sec 136(1) of the Companies Act: Non-disclosure of the audited financial statements of 12 Subsidiaries on the website of the Company.

  31 for1 against
• To declare final dividend and special dividend for the financial year ended March 31, 2025 and to confirm the interim dividend paid during the year.

  32 for0 against
• To appoint Mr. Arun Alagappan, Executive Chairman (00291361) who retires by rotation and being eligible, offers himself for reappointment.

  ›Against Angel One Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Combined position as Executive Chairperson of the Board, may result in concentration of power.
  • Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundRe-appointment compliant with law. Governance concern: Combined position as Executive Chairperson of the Board, may result in concentration of power.

  25 for7 against
• To appoint M/s. Sridharan & Sridharan Associates, Company Secretaries, as Secretarial Auditors for a term of Five (5) consecutive years from FY 2025-26.

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual FundCompliant with law. Transparency concern: Remuneration of outgoing auditor not disclosed, thus, material change, if any, with proposed audit fee cannot be ascertained.

  30 for2 against
• To ratify the remuneration of the Cost Auditors for the financial year 2025-26.

  31 for0 against

Mutual fund votes, meeting of 7 Jun 2025, 30 fund houses

• Appointment of Mr. Natarajan Srinivasan (DIN:00123338) as a Director of the Company

  30 for0 against
• Appointment of Mr. Natarajan Srinivasan (DIN:00123338) as Whole-time Director, designated as Executive Vice Chairman of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The company has failed to provide a cap on the quantum of performance incentive that the director isentitled to receive. This might lead to discretionary payouts. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the rewards under the performance incentive element. • The resolution gives discretion to the board to determine increments to the executive's remunerationduring the tenure without an adequate cap on the same.

  29 for1 against
• Approval for alteration of Memorandum of Association (MoA) of the Company by amendment to existing object clause and by inclusion of new object clauses

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency Concern: Inadequate justification for insertion of additional sub-clauses in the Object Clause.
  • Groww Mutual Fund, Navi Mutual FundCompliant with law. Transparency Concern: Inadequate justification for insertion of additional sub-clauses in the Object Clause.

  27 for3 against

Mutual fund votes, meeting of 11 Sep 2024, 28 fund houses

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

• Appointment of Mr. Durgashankar Subramanian (DIN: 00044713) as Non-executive Independent Director of the Company

  27 for0 against
• Approval for payment of remuneration to Mr. A. Vellayan, Chairman Emeritus, a related party for holding the office or place of profit

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Unjustified Remuneration: The quantum of remuneration is not adequately justified considering the proposed role.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The proposed payment is a deviation from market practice and stands out as excessive given that A.Vellayan is no longer a board member, and in view of the limited role and responsibilities of thechairman emeritus, which is considered an honorary position in the Indian context. • There is inadequate justification for proposing commission to A Vellayan, which is significantly higherthan other non-executive directors, who by virtue of their position, would be expected to have agreater role in management oversight. • The proposal will be valid for a period of five years which allows circumvention of the existingregulations, applicable to non-executive directors on the board.
  • Kotak Mahindra Mutual FundNo concern has been identified with the merit and the appointment of the Director. However, we do not support the resolution as the remuneration proposed is not nominal and the rationale behind the appointment is not clear. Chairman Emeritus being an honorary title, does not have any defined responsibilities or obligations. Therefore, ideally, only nominal remuneration may be drawn for such position. Hence voting against.

  20 for7 against
• Approval for change in designation of Mr S Sankarasubramanian (DIN: 01592772), Executive Director - Nutrient Business as Managing Director and Chief Executive Officer of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The company has failed to provide the quantum or value of stock options and performance incentivethat the director is entitled to receive. This might lead to discretionary payouts. • There are no disclosures on the threshold and target performance that he needs to achieve todetermine the rewards under the performance incentive element. • The resolution gives discretion to the board to increase the executive's remuneration withoutadequate justification.

  26 for1 against

Mutual fund votes, meeting of 7 Aug 2024, 28 fund houses

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

• Adoption of Audited Standalone Financial Statements for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon.

  27 for0 against
• Adoption of Audited Consolidated Financial Statements for the financial year ended March 31, 2024, together with the Report of the Auditors thereon

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundUnqualified financial statements (except certain non-material remarks identified in CARO Report). Non-Compliant with Sec 136(1) of the Companies Act: Non-disclosure of the audited financial statements of 7 Subsidiaries on the website of the Company.
  • Zerodha Mutual FundNon-disclosure of financials of subsidiary on website.

  23 for3 against
• Re-election of Mr. S Sankarasubramanian (DIN: 01592772), as a Director, who retired by rotation

  27 for0 against
• Declaration of Final Dividend for the financial year ended March 31, 2024

  8 for0 against
• Ratification of remuneration of Cost Auditors for the financial year 2023-24

  23 for0 against
• Payment of commission to Mr. A Vellayan, Chairman of the Company

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

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance Concern: Remuneration skewed in favour of Mr. A Vellayan, Promoter Chairperson
  • Zerodha Mutual FundGovernance Concern: Remuneration skewed in favour of the concerned person.

  22 for5 against
• Payment of remuneration to non-executive directors

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

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Commission skewed towards Promoter Directors. Disproportionate distribution of remuneration
  • Zerodha Mutual FundGovernance concern: Commission skewed towards Promoter Directors. Disproportionate distribution of remuneration.

  22 for5 against

Mutual fund votes, meeting of 11 Jun 2024, 25 fund houses

• To appoint Mr. Arunachalam Vellayan (DIN: 08011680) as a Director of the Company

  25 for0 against
• To appoint Mr. Arunachalam Vellayan (DIN: 08011680) as Whole uDBC0uDD9Fme Director, designated as Whole-uDBC0uDD9Fme Director- Strategy andnPlanning of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, Navi Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundArunachalam Vellayan, 42, is the Head - Corporate Strategy and Planning since October 2020 and is part of the promoter family. He has over sixteen years of experience in areas such as financial management, investment management, business strategy and general management. The company proposes to appoint him as Whole-time Director - Strategy and Planning for five years from 6 May 2024. We estimate his fixed remuneration at Rs. 51.5 mn. We raise concern that the company has not capped the variable incentive payable to him and as a result his entire remuneration structure is open-ended. We expect the company to cap the variable component for executive directors in absolute amounts. Further, the company must also disclose the performance parameters that will be used to determine his commission payout. In the absence of clarity, we are unable to reliably estimate the quantum of remuneration payable to Arunachalam Vellayan. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Zerodha Mutual FundNo absolute cap on variable pay, which raises concerns.

  11 for14 against
• To appoint Mr. Narayanan Vellayan (DIN: 07774406) as a Director of the Company

  25 for0 against
• To appoint Mr. Narayanan Vellayan (DIN: 07774406) as Whole-time Director, designated as Whole-time Director-Strategic Sourcing ofnthe Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, Navi Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundNarayanan Vellayan, 38, has been responsible for strategic sourcing of the company since August 2022 and is part of the promoter family. He has over fourteen years of experience in areas such as strategic partnering, business planning and development and strategic sourcing. The company proposes to appoint him as Whole-time Director - Strategic Sourcing for five years from 6 May 2024. We estimate his fixed remuneration at Rs. 44.1 mn. We raise concern that the company has not capped the variable incentive payable to him and as a result his entire his entire remuneration structure is open-ended. We expect the company to cap the variable component for executive directors in absolute amounts. Further, the company must also disclose the performance parameters that will be used to determine his commission payout. In the absence of clarity, we are unable to reliably estimate the quantum of remuneration payable to Narayanan Vellayan. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Zerodha Mutual FundNo absolute cap on variable pay, which raises concerns.

  11 for14 against
• To alter the Articles of Association of the Company.

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

  • Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Sole discretion of the Board to appoint and decide remuneration of Chairman Emeritus
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The proposal enables the appointment of a Chairman Emeritus, who will have the ability to operate outside the accountability framework. • There is no clarity with respect to the pay terms/quantum for such appointment (compared to the other members of the board). • The proposal prevents further shareholder review of such an arrangement.
  • Zerodha Mutual FundBoard discretion to appoint and decide remuneration of Chairman Emeritus raises governance concerns.

  20 for5 against

Mutual fund votes, meeting of 3 May 2024, 24 fund houses

• Appointment of Mr. Suresh Subramanian (DIN: 02070440) as Independent Director of the Company.tt

  24 for0 against