Crompton Greaves Consumer Electricals CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 19 Oct 2025, 36 fund houses

• Appointment of Mr. Sundaram Damodarannair (DIN: 00016304) as Non-Executive Non-Independent Director of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: No cooling-off period has been served by the proposed appointee before the appointment as Non-Executive Non-Independent Director post completion of two terms as an Independent Director – it raises question on his independence during his tenure as an Independent Director.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on the profile and merit of the proposed Appointee. Governance Concern: No cooling-off period has been served by the proposed appointee before the appointment as NE-NID post completion of two terms as an ID – it raises question on his independence during his tenure as an ID.
  • PPFAS Mutual FundCooling-off period not served for appointment as NE-NID post completion of term as an ID.

  29 for7 against

Mutual fund votes, meeting of 12 Sep 2025, 35 fund houses

• Alteration of the Object Clause of the Memorandum of Association of the Company

  35 for0 against

Mutual fund votes, meeting of 8 Aug 2025, 33 fund houses

• Adoption of Financial Statements

  33 for0 against
• Declaration of Dividend

  33 for0 against
• Appointment of Mr. Promeet Ghosh (DIN: 05307658) as a Director liable to retire by rotation

  33 for0 against
• Ratification of remuneration payable to Ms. Ashwin Solanki and Associates, Cost Auditors of the Company

  33 for0 against
• Appointment of Parikh & Associates, Practicing Company Secretaries (ICSI Unique Code P1988MH009800) as Secretarial Auditors of the Company and to fix remuneration

  33 for0 against

Mutual fund votes, meeting of 10 Nov 2024, 25 fund houses

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

• To approve Performance based Restricted Stock Units Plan 2024 (hereinafter referred to as “Share Plan- 2024/ PSU -2024”)

  ›Against Axis Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundPSU 2024 will lead to a dilution of 1.0% on the expanded capital base. The exercise price under PSU 2024 will be the face value of equity shares (Rs. 2.0 each). This represents a discount of ~99.5% to the current market price. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time 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 performance parameters, which must be clearly disclosed in the shareholder notice and must align with shareholder interests. The company must also disclose specific pre-defined performance targets for such parameters. In the current case, the company has disclosed that the vesting will be linked to company performance (total revenue growth, EBITDA, free cash flow compared to annual performance targets and competitors’ performance, relative total shareholder return (R-TSR), and other parameters determined by the NRC) and individual performance (based on a rating of 1 to 5). The company has given a broad range of weights for the four company performance parameters. However, the list of company performance parameters is not exhaustive, and the NRC may determine inclusion of additional parameters as vesting criteria. Given the enabling nature of the flexibility extended to the NRC to determine such parameters, we are unable to support the resolution.
  • Baroda BNP Paribas Mutual FundThe exercise price is at face value of the stock, which is at a significant discount to the market price. The objective of ESOP is to align the interest of employees with the minority shareholders, which is defeated by allotting ESOP/RSU at exercise price of face value.
  • DSP Mutual Fund, Invesco Mutual FundPSU 2024 will lead to a dilution of 1.0% on the expanded capital base. The exercise price under PSU 2024 will be the face value of equity shares (Rs. 2.0 each). This represents a discount of ~99.5% to the current market price. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time 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 performance parameters, which must be disclosed in the shareholder notice and must align with shareholder interests. The company must also disclose specific pre-defined performance targets for such parameters. In the current case, the company has disclosed that the vesting will be linked to company performance (total revenue growth, EBITDA, free cash flow compared to annual performance targets and competitors’ performance, relative total shareholder return (R-TSR), and other parameters determined by the NRC) and individual performance (based on a rating of 1 to 5). The list of company performance parameters is not exhaustive, and the NRC may determine additional parameters. Further, the company has not disclosed the actual targets set for the company performance parameters. In the absence of clarity on such targets, we are unable to support the resolution.
  • Edelweiss Mutual Fundpossibility of Potential excessive benefits to single employee
  • HDFC Mutual FundThe exercise price of ESOPs is equal to the face value of the equity shares. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Kotak Mahindra Mutual FundPSU 2024 will lead to a dilution of 1.0% on the expanded capital base. The exercise price under PSU 2024 will be the face value of equity shares (Rs. 2.0 each). This represents a discount of ~99.5% to the current market price. We do not favour stock option schemes where options are granted at a significant discount to market price. The company has not disclosed the actual targets set for the company performance parameters. In the absence of clarity on such targets, we are unable to support the resolution.
  • Mirae Asset Mutual FundRSU pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and RSU holders)

  16 for8 against
• To grant Stock Units to the employees of the Subsidiary Company(ies) (at present and/ or in the future) under the Performance based Restricted Stock Units Plan 2024 (hereinafter referred to as “Share Plan- 2024 /PSU -2024”)MoreLess

  ›Against Axis Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundThrough resolution #2, the company seeks shareholder approval to extend the benefits of PSU 2024 to employees of subsidiary companies (current/ future). Our view is linked to resolution #1. Further, we do not support the extension of PSU 2024 to employees of listed subsidiaries. PSU 2024 may be extended to the employees of Butterfly Gandhimathi Appliances Ltd., a listed 75.0% subsidiary - the company has stated that the shares of Crompton Greaves Consumer Electricals Ltd. are more liquid. We also do not support such the enabling approval to support the extension of ESOP scheme to any future subsidiaries, in the absence of any details of such subsidiaries.
  • Baroda BNP Paribas Mutual FundThe exercise price is at face value of the stock, which is at a significant discount to the market price. The objective of ESOP is to align the interest of employees with the minority shareholders, which is defeated by allotting ESOP/RSU at exercise price of face value.
  • DSP Mutual FundThrough resolution #2, the company seeks shareholder approval to extend the benefits of PSU 2024 to employees of subsidiary companies (current/ future). Our view is linked to resolution #1. Further, we do not support the extension of PSU 2024 to employees of listed subsidiaries. It is unclear if PSU 2024 will be extended to the employees of Butterfly Gandhimathi Appliances Ltd., a listed 75.0% subsidiary. We also do not support such the enabling approval to support the extension of ESOP scheme to any future subsidiaries, in the absence of any details of such subsidiaries.
  • Edelweiss Mutual FundExtension of Scheme benefits to “Holding Company” without disclosures on cost_x0002_reimbursements, if any.
  • HDFC Mutual FundThe exercise price of ESOPs is equal to the face value of the equity shares. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThrough this resolution , the company seeks shareholder approval to extend the benefits of PSU 2024 to employees of subsidiary companies (current/ future). We do not support the extension of PSU 2024 to employees of listed subsidiaries. It is likely that PSU 2024 will be extended to the employees of Butterfly Gandhimathi Appliances Ltd., a listed 75.0% subsidiary. We also do not support such the enabling approval to support the extension of ESOP scheme to any future subsidiaries, in the absence of any details of such subsidiaries.
  • Kotak Mahindra Mutual FundThrough resolution #2, the company seeks shareholder approval to extend the benefits of PSU 2024 to employees of subsidiary companies (current/ future). Our view is linked to resolution #1.
  • Mirae Asset Mutual FundRSU pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and RSU holders)

  16 for8 against
• To consider the amendment to the terms of remuneration of Mr. Promeet Ghosh (DIN:05307658), Managing Director and Chief Executive Officer (“MD & CEO”)

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund

  • 360 One Mutual FundAlthough the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration.
  • Axis Mutual FundPromeet Ghosh’s FY24 remuneration aggregated Rs. 133.2 mn, including fair value of stock options. The company proposes to revise his remuneration terms for an additional grant of 950,000 ESOPs under ESOP 2019 and upto 500,000 stock units (exercise price = face value) under the proposed Performance based Restricted Stock Units Plan 2024 (PSU - 2024). Of the proposed grant of 500,000 stock units, 178,500 units will be granted in the future if the company significantly exceeds certain achievement targets. The vesting of stock units under PSU – 2024 is linked to achievement of certain company performance and individual performance targets. Based on his proposed terms, we estimate his maximum FY25 remuneration at Rs. 247.6 mn. At Rs. 247.6 mn, his overall pay is high for the current scale of operations and is not commensurate with the industry peers. The company needs to clarify how the NRC benchmarked his remuneration against similarly sized industry peers. The proposal to increase his compensation comes less than two years into his tenure as Managing Director. Although the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration. In FY24, he received 100% of his target variable cash compensation even while there was a contraction in EBITDA margins. We are unable to support the resolution.
  • Baroda BNP Paribas Mutual FundThe exercise price is at face value of the stock, which is at a significant discount to the market price. The objective of ESOP is to align the interest of employees with the minority shareholders, which is defeated by allotting ESOP/RSU at exercise price of face value.
  • Edelweiss Mutual FundNo clarity on conditionally cancelling ESOP Scheme 2019
  • HDFC Mutual FundHis overall pay is high for the current scale of operations and is not commensurate with the industry peers. The company needs to clarify how the NRC benchmarked his remuneration against similarly sized industry peers. The proposal to increase his compensation comes less than two years into his tenure as Managing Director. Although the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration. In FY24, he received 100% of his target variable cash compensation even while there was a contraction in EBITDA margins. We are unable to support the resolution.
  • Invesco Mutual FundPromeet Ghosh’s FY24 remuneration aggregated Rs. 133.2 mn, including fair value of stock options. The company proposes to revise his remuneration terms for an additional grant of 950,000 ESOPs under ESOP 2019 and upto 500,000 stock units (exercise price = face value) under the proposed Performance based Restricted Stock Units Plan 2024 (PSU - 2024). Of the proposed grant of 500,000 stock units, 178,500 units will be granted in the future if the company significantly exceeds certain achievement targets. The vesting of stock units under PSU – 2024 is linked to achievement of certain company performance and individual performance targets. Based on his proposed terms, we estimate his maximum FY25 remuneration at Rs. 247.6 mn. At Rs. 247.6 mn, his overall pay is high for the current scale of operations and is not commensurate with the industry peers. The company needs to clarify how the NRC has benchmarked his remuneration against similarly sized industry peers. The proposal to increase his compensation comes less than two years into his tenure as Managing Director. Although the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration. In FY24, he received 100% of his target variable cash compensation even while there was a reduction in EBITDA margins and absolute levels of EBITDA and profits. We are unable to support the resolution
  • Kotak Mahindra Mutual FundPromeet Ghosh s FY24 remuneration aggregated Rs. 133.2 mn, including fair value of stock options. The company proposes to revise his remuneration terms for an additional grant of 950,000 ESOPs under ESOP 2019 and upto 500,000 stock units (where the exercise price = face value) under the proposed Performance based Restricted Stock Units Plan 2024 (PSU - 2024). Of the proposed grant of 500,000 stock units, 178,500 units will be granted in the future if the company significantly exceeds certain achievement targets. We do not favour stock option schemes where options are granted at a significant discount to market price

  11 for7 against
• To consider the amendment to the terms of remuneration of Mr. Promeet Ghosh (DIN:05307658), Managing Director and Chief Executive Officer (“MD & CEO”) to

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund

  • 360 One Mutual FundAlthough the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration.
  • Axis Mutual FundPromeet Ghosh’s FY24 remuneration aggregated Rs. 133.2 mn, including fair value of stock options. The company proposes to revise his remuneration terms for an additional grant of 950,000 ESOPs under ESOP 2019 and upto 500,000 stock units (exercise price = face value) under the proposed Performance based Restricted Stock Units Plan 2024 (PSU - 2024). Of the proposed grant of 500,000 stock units, 178,500 units will be granted in the future if the company significantly exceeds certain achievement targets. The vesting of stock units under PSU – 2024 is linked to achievement of certain company performance and individual performance targets. Based on his proposed terms, we estimate his maximum FY25 remuneration at Rs. 247.6 mn. At Rs. 247.6 mn, his overall pay is high for the current scale of operations and is not commensurate with the industry peers. The company needs to clarify how the NRC benchmarked his remuneration against similarly sized industry peers. The proposal to increase his compensation comes less than two years into his tenure as Managing Director. Although the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration. In FY24, he received 100% of his target variable cash compensation even while there was a contraction in EBITDA margins. We are unable to support the resolution.
  • Baroda BNP Paribas Mutual FundThe exercise price is at face value of the stock, which is at a significant discount to the market price. The objective of ESOP is to align the interest of employees with the minority shareholders, which is defeated by allotting ESOP/RSU at exercise price of face value.
  • Edelweiss Mutual Fundpossibility of Potential excessive benefits to single employee
  • HDFC Mutual FundHis overall pay is high for the current scale of operations and is not commensurate with the industry peers. The company needs to clarify how the NRC benchmarked his remuneration against similarly sized industry peers. The proposal to increase his compensation comes less than two years into his tenure as Managing Director. Although the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration. In FY24, he received 100% of his target variable cash compensation even while there was a contraction in EBITDA margins. We are unable to support the resolution.
  • Invesco Mutual FundPromeet Ghosh’s FY24 remuneration aggregated Rs. 133.2 mn, including fair value of stock options. The company proposes to revise his remuneration terms for an additional grant of 950,000 ESOPs under ESOP 2019 and upto 500,000 stock units (exercise price = face value) under the proposed Performance based Restricted Stock Units Plan 2024 (PSU - 2024). Of the proposed grant of 500,000 stock units, 178,500 units will be granted in the future if the company significantly exceeds certain achievement targets. The vesting of stock units under PSU – 2024 is linked to achievement of certain company performance and individual performance targets. Based on his proposed terms, we estimate his maximum FY25 remuneration at Rs. 247.6 mn. At Rs. 247.6 mn, his overall pay is high for the current scale of operations and is not commensurate with the industry peers. The company needs to clarify how the NRC benchmarked his remuneration against similarly sized industry peers. The proposal to increase his compensation comes less than two years into his tenure as Managing Director. Although the company has undertaken various sustainability initiatives and cost-saving measures, there has not yet been a sustained improvement in overall performance to justify a doubling of his remuneration. In FY24, he received 100% of his target variable cash compensation even while there was a reduction in EBITDA margins and absolute levels of EBITDA and profits. We are unable to support the resolution
  • Kotak Mahindra Mutual FundPromeet Ghosh s FY24 remuneration aggregated Rs. 133.2 mn, including fair value of stock options. The company proposes to revise his remuneration terms for an additional grant of 950,000 ESOPs under ESOP 2019 and upto 500,000 stock units (exercise price = face value) under the proposed Performance based Restricted Stock Units Plan 2024 (PSU - 2024). Of the proposed grant of 500,000 stock units, 178,500 units will be granted in the future if the company significantly exceeds certain achievement targets. We do not favour stock option schemes where options are granted at a significant discount to market price

  11 for7 against
• To approve increase in Authorised Share Capital and consequential alteration of the Capital Clause of the Memorandum of Association of the Company

  24 for0 against

Mutual fund votes, meeting of 26 Jul 2024, 29 fund houses

• Adoption of Financial Statements

  29 for0 against
• Declaration of Dividend

  29 for0 against
• Appointment of Mr. Shantanu Khosla (DIN: 00059877) as a Director liable to retire by rotation

  29 for0 against
• Ratification of remuneration payable to M/s. Ashwin Solanki & Associates, Cost Auditors of the Company

  29 for0 against

Mutual fund votes, meeting of 19 Dec 2023, 26 fund houses

• Appointment of Mr. Anil Chaudhry (DIN: 03213517) as an Independent Director

  26 for0 against
• Appointment of Mr. Sanjiv Kakkar (DIN: 00591027) as an Independent Director

  26 for0 against