Dabur India CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 7 Aug 2025, 28 fund houses

• To receive, consider and Adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon

  28 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2025 and the report of Auditors thereon

  28 for0 against
• To confirm the interim dividend of Rs. 2.75 per equity share of Re. 1/- each (@275%) already paid and declare final dividend of Rs. 5.25 per equity share of Re. 1/- each (@525%), on the paid-up equity share capital of the Company for the financial year ended March 31, 2025MoreLess

  28 for0 against
• To appoint a director in place of Mr. Mohit Burman (DIN: 00021963) who retires by rotation and being eligible offers himself for re-appointment

  28 for0 against
• Re-Appointment of Mr. Mukesh Hari Butani (DIN: 01452839), as a Non-Executive Independent Director of the Company for a second term of five consecutive years w.e.f. January 01, 2026 to December 31, 2030MoreLess

  ›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: Excessive time commitments.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Excessive time commitments
  • PPFAS Mutual FundExcessive time commitments

  21 for7 against
• Ratification, confirmation and approval of Remuneration payable to M/s Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019) as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2025-26MoreLess

  28 for0 against
• Appointment of M/s. Chandrasekaran Associates Company Secretaries (Firm Registration No. P1988DE002500) as Secretarial Auditors to conduct secretarial audit of the Company for a term of 5 (five) consecutive years w.e.f. April 01, 2025 until March 31, 2030.MoreLess

  28 for0 against

Mutual fund votes, meeting of 8 Aug 2024, 26 fund houses

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

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon.

  26 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2024 and the report of Auditors thereon.

  26 for0 against
• To confirm the interim dividend of Rs.2.75 per equity share of Re.1/- each (@275%) already paid and declare final dividend of Rs.2.75 per equity share of Re.1/- each (@275%), on the paid-up equity share capital of the Company for the financial year ended March 31, 2024.MoreLess

  26 for0 against
• To appoint a director in place of Mr. Aditya Chand Burman (DIN: 00042277) who retires by rotation and being eligible offers himself for re-appointment.

  26 for0 against
• Ratification, confirmation and approval of remuneration payable to M/s Ramanath Iyer & Co., Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2024-25.

  26 for0 against
• Approval for payment of Remuneration including profit related commission, by whatever name called, to Non-executive Independent Directors for a period of 5 years, commencing from April 1, 2024 upto one percent of the Net Profits of the Company in any Financial Year in terms of Section 197 of the Companies Act, 2013.MoreLess

  25 for0 against
• Appointment of Mr. Ravi Kapoor (DIN: 00185981), as a Non-Executive Independent Director of the Company for a term of five consecutive years w.e.f. June 25, 2024 to June 24, 2029

  26 for0 against

Mutual fund votes, meeting of 4 May 2024, 27 fund houses

• Appointment of Mr. Romesh Sobti (DIN:00031034) as a Non-Executive Independent Director on the Board of the Company for a term of 5 (five) consecutive years with effect from April 01, 2024, till March 31, 2029.MoreLess

  27 for0 against

Mutual fund votes, meeting of 17 Dec 2023, 25 fund houses

• Appointment of Mr. Sushil Chandra (DIN: 10250863)as Non-Executive Independent Director on the Board of the Company for a period of 5 (five) consecutive years w.e.f. November 02, 2023, till November 01,2028.MoreLess

  25 for0 against

Mutual fund votes, meeting of 10 Aug 2023, 24 fund houses

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon.

  24 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2023 and the report of Auditors thereon.

  24 for0 against
• To confirm the interim dividend of Rs.2.50 per equity share of Re.1/- each (@250%) already paid and declare final dividend of Rs.2.70 per equity share of Re.1/- each (@270%), on the paid-up equity share capital of the Company for the financial year ended March 31, 2023.MoreLess

  24 for0 against
• To appoint a director in place of Mr. Amit Burman (DIN: 00042050) who retires by rotation and being eligible offers himself for re-appointment.

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board independence norms are not met (based on ISS reclassification) and Amit Burman is a non-independent director nominee
  • JM Financial Mutual FundCompliant with Law. Governance Concern: Low attendance & Alternate director attended all Board meetings held during FY2022-23.

  22 for2 against
• Ratification, confirmation and approval of remuneration payable to M/s Ramanath Iyer & Co., Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2023-24.

  24 for0 against
• Appointment of Mrs. Satyavati Berera (DIN: 05002709), as a Non-Executive Independent Director of the Company for a term of five consecutive years w.e.f. June 01, 2023 to May 31, 2028.

  24 for0 against
• Re-appointment of Mr. Ajit Mohan Sharan (DIN: 02458844), as a Non-Executive Independent Director of the Company for a second term of five consecutive years w.e.f. January 31, 2024 to January 30, 2029.

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundAjit Mohan Sharan, 66, is a retired IAS Officer. He is the former Secretary to the Government in the Ministries of Sports and Ayush. He has held a variety of senior assignments in the Govt. of Haryana as well as in the Govt. of India. He is the former Principal Secretary for Power, Finance, Technical Education and Urban Development in the State. In the Central Government, he has worked as joint secretary in the Department of Banking and Insurance. He has also served as the Chairperson and Managing Director of Oriental Insurance Company. He is a Graduate from IIT Delhi and has a Master's in Business Administration from Louisiana State University, USA. He also has a Master's in Development Economics from the University of Wales, UK. He has attended all five board meetings in FY23 (100%). However, as member of the NRC, he did not provide adequate oversight for the manner in which Executive remuneration has been managed. P.D. Narang and Mohit Malhotra's remuneration has grown at a CAGR of 9.0% and 29.3% respectively over the FY20-23 period, whereas the average growth rate in the Median employee remuneration during that period has been ~5%. The higher growth rate was primarily attributable to a significant grant of stock options at face value. Given this, we are unable to support his reappointment.
  • Edelweiss Mutual FundNot fit for role
  • Sundaram Mutual FundAjit Mohan Sharan, 66, is a retired IAS Officer. He is the former Secretary to the Government in the Ministries of Sports and Ayush. He has held a variety of senior assignments in the Govt. of Haryana as well as in the Govt. of India. He is the former Principal Secretary for Power, Finance, Technical Education and Urban Development in the State. In the Central Government, he has worked as joint secretary in the Department of Banking and Insurance. He has also served as the Chairperson and Managing Director of Oriental Insurance Company. He is a Graduate from IIT Delhi and has a Master’s in Business Administration from Louisiana State University, USA. He also has a Master’s in Development Economics from the University of Wales, UK. He has attended all five board meetings in FY23 (100%). However, as member of the NRC, he did not provide adequate oversight for the manner in which Executive remuneration has been managed. P.D. Narang and Mohit Malhotra’s remuneration has grown at a CAGR of 9.0% and 29.3% respectively over the FY20-23 period, whereas the average growth rate in the Median employee remuneration during that period has been ~5%. The higher growth rate was primarily attributable to a significant grant of stock options at face value. Given this, we are unable to support his reappointment.

  21 for3 against
• Re-appointment of Mr. Mohit Malhotra (DIN: 08346826) as the Whole time Director and Chief Executive Officer of the Company, for a period of five years w.e.f. January 31, 2024 to January 30, 2029, including remuneration.MoreLess

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMohit Malhotra, 54, is a Whole-time director and Chief Executive Officer. He was appointed as WTD and Chief Executive Officer in the FY19 AGM for five years from 31 January 2019. He was paid a total remuneration (excluding fair value of stock options) of Rs. 133.5 mn in FY23. As per his proposed terms, we estimate his annual remuneration to be Rs. 458.1 mn (including the fair value of stock options). We believe his remuneration is high when compared to peers, not aligned to company performance, and not commensurate with the size and complexity of the business. Mohit Malhotra was granted 20% of the total stock option grants made in FY20 and FY22. We believe stock option grants must be must be more evenly distributed. The company must consider disclosing performance metrics that are used for determining the variable pay. We note that Mohit Malhotra's remuneration as Managing Director is lower than P D Narang's remuneration as an executive director, raising concerns on the corporate hierarchy.
  • Edelweiss Mutual FundCompany has not delivered under his leadership
  • Quantum Mutual FundWe do not have any concern on the profile, time commitments and attendance of Mr. Mohit Malhotra. However, it may be noted that Mr. Malhotra’s total remuneration (including fair value of stock options) of Rs. 376.3 mn stood at FY23. As per the proposed terms of remuneration, we estimate his annual remuneration to be Rs. 458.1 mn (including the fair value of stock options). The stock options granted to Malhotra is at face value. A large component of his remuneration (~60%) is in form of stock options. Further he was granted 20% of the total grants made in FY20 and FY22. We do not favour ESOP plans issued at deep discount. Accordingly, we do not favour the reappointment of Mr. Mohit Malhotra.
  • Sundaram Mutual FundMohit Malhotra, 54, is a Whole-time director and Chief Executive Officer. He was appointed as WTD and Chief Executive Officer in the FY19 AGM for five years from 31 January 2019. He was paid a total remuneration (excluding fair value of stock options) of Rs. 133.5 mn in FY23. As per his proposed terms, we estimate his annual remuneration to be Rs. 458.1 mn (including the fair value of stock options). We believe his remuneration is high when compared to peers, not aligned to company performance, and not commensurate with the size and complexity of the business. Mohit Malhotra was granted 20% of the total stock option grants made in FY20 and FY22. We believe stock option grants must be must be more evenly distributed. The company must consider disclosing performance metrics that are used for determining the variable pay. We note that Mohit Malhotra’s remuneration as Managing Director is lower than P D Narang’s remuneration as an executive director, raising concerns on the corporate hierarchy.

  20 for4 against
• Approval and adoption of restated Articles of Association in place of existing Articles of Association of the Company.

  ›Against Baroda BNP Paribas Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Baroda BNP Paribas Mutual FundClause allows appointment of alternate director to independent director. Governance Concerns: Certain clauses not in line with SEBI LODR Regulations.
  • JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with Law. Clause allows appointment of alternate director to independent director. Governance Concerns: Certain clauses not in line with SEBI LODR Regulations.
  • Kotak Mahindra Mutual FundThe Companies Act of 2013's Proviso to Section 161(2) allows the appointment of an additional director to an Independent Director. The Board of Directors of a company may, if permitted by its bylaws or by a resolution adopted by the company in general meeting, appoint a person to act as an alternate director for a director during his absence for a period of not less than three months from India provided that no person shall be appointed as an alternate director for any other director in the company or holding directorship in the same company. The tenure of additional director as per clause 149 is aligned with the provisions of the Companies Act, 2013 to be up to the date of the next Annual General Meeting of the Company or the last date on which the annual general meeting should have been held, whichever is earlier; however, with SEBI LODR regulations mandating the appointments to be approved within 3 months of appointment or next general meeting, whichever is earlier; the said clause is not in in line with SEBI LODR Regulations.
  • Nippon India Mutual FundClause related to appointment of Alternate Director

  18 for6 against

Mutual fund votes, meeting of 12 Aug 2022, 24 fund houses

• Adoption of the audited standalone financial statements of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors thereon

  24 for0 against
• Adoption of the audited consolidated financial statements of the Company for the financial year ended March 31, 2022 and the report of Auditors thereon.

  24 for0 against
• Confirmation of interim dividend already paid and declare final dividend on equity shares for the financial year ended March 31, 2022.

  24 for0 against
• Appointment of a Director in place of Mr. Saket Burman (DIN: 05208674) who retires by rotation and being eligible offers himself for re-appointment.

  24 for0 against
• Appointment of M/s. G. Basu & Co., Chartered Accountants as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of this 47th Annual General Meeting until the conclusion of 52nd Annual General Meeting of the Company to be held in the calendar year 2027, and to fix their remuneration.MoreLess

  24 for0 against
• Approval and ratification of remuneration payable to M/s Ramanath Iyer & Co., Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2022-23

  ›Against Baroda BNP Paribas Mutual Fund, Nippon India Mutual Fund

  • Baroda BNP Paribas Mutual FundScope of Audit not disclosed | Fee much below minimum suggested fee
  • Nippon India Mutual FundLow audit fees

  22 for2 against
• Appointment of Mr. Rajiv Mehrishi (DIN: 00208189), as a Non-Executive Independent Director of the Company for a term of five consecutive years w.e.f. 1st September, 2021 to August 31, 2026

  24 for0 against
• Re-appointment of Mr. Pritam Das Narang (DIN: 00021581) as a Whole time Director of the Company designated as Group Director – Corporate Affairs, for a period of 5 (five) years with effect from April 01, 2023 to March 31, 2028MoreLess

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, Mahindra Manulife Mutual FundPritam Das Narang, 68, is a Whole-time director on the board of the company, designated as Group Director – Corporate Affairs. He was last reappointed in the FY17 AGM for a period of five years. He was paid a total remuneration (excluding fair value of stock options) of Rs. 167.5 mn in FY22. We estimate his FY23 compensation to be Rs. 466.7 mn (including the fair value of stock options). We believe his remuneration is high when compared to peers, not aligned to company performance, and not commensurate with the size and complexity of the business. We note that P D Narang’s remuneration as an executive director (in charge of corporate affairs) is higher than that of the company’s Managing Director, raising concerns on the corporate hierarchy. The company must consider disclosing performance metrics that are used for determining the variable pay.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Invesco Mutual FundPritam Das Narang, 68, is a Whole-time director on the board of the company, designated as Group Director – Corporate Affairs. He was last reappointed in the FY17 AGM for a period of five years. He was paid a total remuneration (excluding fair value of stock options) of Rs. 167.5 mn in FY22. We estimate his FY23 compensation to be Rs. 466.7 mn (including the fair value of stock options). We believe his remuneration is high when compared to peers, not aligned to company performance, and not commensurate with the size and complexity of the business. We note that P D Narang’s remuneration as an executive director (in charge of corporate affairs) is higher than that of the company’s Managing Director, raising concerns on the corporate hierarchy. The company must consider disclosing performance metrics that are used for determining the variable pay
  • SBI Mutual FundWe do not have any objection to the re-appointment of Mr Pritam Das Narang. However, the proposed pay is not aligned to SBI MF's internal compensation framework. We assess Director compensations on individual basis and also with respect to their peers. According to our assessment, while Mr Narang's proposed compensation has a significant variable pay, however the growth in his pay over the last three years is not in line with the growth of the sales and the profit of the company in the same time period. Also we note that his proposed pay per unit sales outpaces the peers and also not aligned with the ratio of median employee salary as against its peers. Due to these factors, we are voting against his proposed pay. We also note that Mr Narang is a member of the CSR committee and his proposed salary is not aligned with the sustainability/CSR targets of the company.

  19 for5 against
• Revision in remuneration of Mr. Mohit Malhotra (DIN: 08346826) Whole Time Director and CEO, effective from July 1, 2022 till the remaining period of his tenure i.e. up to January 30, 2024

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundMohit Malhotra, 53, is the current a Whole-time director on the board of the company, designated as Chief Executive Officer. He was appointed as the Chief Executive Officer in the FY19 AGM for a period of five years from 31 January 2019. The company proposes to revise his remuneration from 1 July 2022 till the completion of his current tenure on 30 January 2024. He was paid a total remuneration (excluding fair value of stock options) of Rs. 146.0 mn in FY22. We estimate his FY23 compensation to be Rs. 447.4 mn (including the fair value of stock options). We believe his remuneration is high when compared to peers , not aligned to company performance, and not commensurate with the size and complexity of the business. Mohit Malhotra was granted 20% of the total grants made in FY20 and FY22. This significant skew in grants to an Executive Director and CEO is not a good practice; we do not consider this to be a good practice and believe these must be more evenly distributed. The company must consider disclosing performance metrics that are used for determining the variable pay. We note that Mohit Malhotra’s remuneration as Managing Director is lower than P D Narang’s remuneration as an executive director, raising concerns on the corporate hierarchy.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Invesco Mutual FundMohit Malhotra, 53, is the current a Whole-time director on the board of the company, designated as Chief Executive Officer. He was appointed as the Chief Executive Officer in the FY19 AGM for a period of five years from 31 January 2019. The company proposes to revise his remuneration from 1 July 2022 till the completion of his current tenure on 30 January 2024. He was paid a total remuneration (excluding fair value of stock options) of Rs. 146.0 mn in FY22. We estimate his FY23 compensation to be Rs. 447.4 mn (including the fair value of stock options). We believe his remuneration is high when compared to peers , not aligned to company performance, and not commensurate with the size and complexity of the business. Mohit Malhotra was granted 20% of the total grants made in FY20 and FY22. This significant skew in grants to an Executive Director and CEO is not a good practice; we do not consider this to be a good practice and believe these must be more evenly distributed. The company must consider disclosing performance metrics that are used for determining the variable pay. We note that Mohit Malhotra’s remuneration as Managing Director is lower than P D Narang’s remuneration as an executive director, raising concerns on the corporate hierarchy
  • SBI Mutual FundSBI MF has an internal compensation framework where the appointment of KMPs who are sitting on the board are assessed on individual basis and also with respect to their peers. According to our assessment, while Mohit Malhotra's proposed compensation has a significant variable pay it was found that it was passing on variable pay, however the growth in his pay over the last two years is not in line with the growth of the sales and the profit of the company in the same time period. Also we note that his proposed pay per unit sales outpaces the peers and also is not aligned with the ratio of median employee salary as against its peers. Due to these factors, we are voting against his proposed pay. We also note that Mr Mohit Malhotra is a member of the CSR committee and his proposed salary is not aligned with the sustainability/CSR targets of the company.

  20 for4 against