Dalmia Bharat CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 28 Jun 2024, 26 fund houses

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

• Ordinary Resolution passed for adoption of the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024 together with the Reports of the Directors’ and Auditors’ thereon; and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 together with the Report of the Auditors’ thereon.MoreLess

  23 for0 against
• Ordinary Resolution passed for confirmation of payment of interim dividend of ₹ 4.00 per equity share, already paid and to declare final dividend of ₹ 5.00 (250%) per equity share for the financial year ended March 31, 2024MoreLess

  25 for0 against
• Ordinary Resolution passed for appointment of Dr. Niddodi Subrao Rajan n(DIN: 07339365), as a Director to Retires by Rotation

  ›Against DSP Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, WhiteOak Capital Mutual Fund

  • DSP Mutual Fund, Navi Mutual FundNiddodi Subrao Rajan, 62, Former CEO - IDFC Foundation & Chief Marketing Officer of IDFC Bank has been on the board since August 2019 and is member of the NRC since October 2019. He attended all board meetings in FY24 and retires by rotation. His reappointment is in line with statutory requirements. However, we believe as a member of the NRC, he did not provide adequate oversight for the manner in which Gautam Dalmia’s and Puneet Yadu Dalmia’s remuneration has been structured. For FY24, total executive promoter remuneration, was Rs. 442.5 mn and was entirely fixed in nature. Given the size of and scale of the business, the quantum of fixed pay is high and is in line with the Managing Directors’ remuneration of a few NIFTY 50 companies – Dalmia Bharat is a NIFTY 200 company. Also, we believe the NRC has not paid sufficient heed to the significant investor pushback on Gautam Dalmia’s and Puneet Yadu Dalmia’s remuneration resolution at the 2023 AGM and 2021 AGM.
  • ICICI Prudential Mutual FundMr. Niddodi Subrao Rajan, 62, has been on the board since August 2019 and is member of the NRC since October 2019. He attended all board meetings in FY2024 and retires by rotation. His reappointment is in line with statutory requirements. However, as a member of the NRC, he may not have provided adequate oversight for the manner in which Mr. Gautam Dalmia’s and Mr. Puneet Yadu Dalmia’s remuneration has been structured. For FY2024, total executive promoter remuneration, was Rs. 442.5 million and was entirely fixed in nature. Given the size of and scale of the business, the quantum of fixed pay is high. Hence, the AMC voted against this resolution.
  • Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundNiddodi Subrao Rajan, 62, Former CEO - IDFC Foundation & Chief Marketing Officer of IDFC Bank has been on the board since August 2019 and is member of the NRC since October 2019. He attended all board meetings in FY24 and retires by rotation. His reappointment is in line with statutory requirements. However, we believe as a member of the NRC, he did not provide adequate oversight for the manner in which Gautam Dalmia’s and Puneet Yadu Dalmia’s remuneration has been structured. For FY24, total executive promoter remuneration, was Rs. 442.5 mn and was entirely fixed in nature. Given the size of and scale of the business, the quantum of fixed pay is high and is in line with the Managing Directors’ remuneration of a few NIFTY 50 companies – Dalmia Bharat is an NIFTY 200 company. Also, we believe the NRC has not paid sufficient heed to the significant investor pushback on Gautam Dalmia’s and Puneet Yadu Dalmia’s remuneration resolution at the 2023 AGM and 2021 AGM.
  • WhiteOak Capital Mutual FundNiddodi Subrao Rajan, 62, Former CEO - IDFC Foundation & Chief Marketing Officer of IDFC Bank has been on the board since August 2019 and is member of the NRC since October 2019. He attended all board meetings in FY24 and retires by rotation. His reappointment is in line with statutory requirements. However, we believe as a member of the NRC, he did not provide adequate oversight for the manner in which the KMP remuneration has been structured. The entire remuneration of both the KMP is fixed in nature. We expect KMP to take a part of their pay in variable as it aligns incentive with the shareholders.

  19 for7 against
• Special Resolution passed for appointment of Mr. Haigreve Khaitan (DIN: 00005290) as an Independent Director of the Company w.e.f April 1, 2024

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment is compliant with the law. Governance Concern: Pecuniary relationship with Company. Ex-Officio position. Excessive time commitments.
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: • Haigreve Khaitan serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company. • Haigreve Khaitan is Partner of Khaitan & Co., Solicitors & Advocates, which rendered professional services to the company in FY24. Such transactions may compromise director's ability to impartially and independently scrutinize board decisions.
  • HSBC Mutual FundWe have concerns about overboarding.Haigreve Khaitan is Partner of Khaitan & Co., Solicitors & Advocates, which rendered professional services to the company in FY24. Such transactions may compromise director's ability to impartially and independently scrutinize board decisions.
  • Invesco Mutual FundHaigreve Khaitan, 53, is Senior Partner at Khaitan & Co. and heads the Corporate, M&A and Private Equity practice for the firm. He serves as Independent Director on the boards of seven listed companies (including Dalmia Bharat Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner of Khaitan & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Additionally, Khaitan & Co. has business relationships with the company, which is a conflict of interest. They have represented and advised the company and the group on business transactions and was a related party till October 2023. Haigreve Khaitan is also the son of Pradip Kumar Khaitan, Senior Partner at Khaitan & Co., on the board from February 2011 till October 2013
  • Kotak Mahindra Mutual FundHaigreve Khaitan, 53, is Senior Partner at Khaitan & Co. and heads the Corporate, M&A and Private Equity practice for the firm. He serves as Independent Director on the boards of seven listed companies (including Dalmia Bharat Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner of Khaitan & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Additionally, Khaitan & Co. has business relationships with the company, which is a conflict of interest. They have represented and advised the company and the group on business transactions and was a related party till October 2023. Hence voting against.
  • Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundHaigreve Khaitan, 53, is Senior Partner at Khaitan & Co. and heads the Corporate, M&A and Private Equity practice for the firm. He serves as Independent Director on the boards of seven listed companies (including Dalmia Bharat Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner of Khaitan & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Additionally, Khaitan & Co. has business relationships with the company, which is a conflict of interest. They have represented and advised the company and the group on business transactions and was a related party till October 2023. Haigreve Khaitan is also the son of Pradip Kumar Khaitan, Senior Partner at Khaitan & Co., on the board from February 2011 till October 2013.
  • Nippon India Mutual FundPecuniary relationship
  • Zerodha Mutual FundPecuniary relationship with Company. Ex-Officio position. Excessive time commitments.

  13 for13 against
• Ordinary Resolution to passed for approval of Material Related Party Transaction(s) between the subsidiaries of the Company

  26 for0 against
• Special Resolution passed for adoption of amended and restated Article of Association of the Company

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Provision for appointment of Alternate Director, Provisions which might undermine the role of NRC, Appointment of Nominee Managing Director.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted due to lack of information to make an informed voting decision. This proposal would render the company's articles updated and ensure compliance to the prevailing laws. However, the company has not provided detailed information on the previous contents of the articles being replaced for comparison. Further, the company has not provided a draft of the proposed amendments to the company's articles on its website. Without such information on the proposed charter amendments, it is not possible to assess the proposal's impact on shareholder rights and shareholder value.
  • HSBC Mutual FundThe proposed text is not available, preventing us from making an informed decision.
  • Invesco Mutual FundTo align the company’s existing AoA with the provisions of the Companies Act 2013, the company proposes to adopt the articles contained in the amended and restated Articles of Association in substitution of and to the entire exclusion of the articles contained in the existing AoA of the company. The new set of AoA is not available on the company’s website; given that the AoA is not accessible, it is not possible to ascertain any of the clauses are prejudicial to the interest of minority shareholders
  • Kotak Mahindra Mutual FundThe company should provide compelling reasons for the the appointment of alternate directors. Article 113 of the proposed AoA gives power to the Promoter Group to nominate and get appointed directors including but not limited to the Managing Director/Chief Executive Officer. We believe that the proposed clause appears to undermine the spirit of the law laid regarding the role of NRC. Some of the clauses stated above are prejudicial to the interest of minority shareholders. Hence voting against.
  • Navi Mutual FundNot comfortable with ammendment to AoA suggested by the company.
  • Nippon India Mutual FundNon-disclosure of financial statement of subsidiary on website.
  • Sundaram Mutual Fund, Taurus Mutual FundTo align the company’s existing AoA with the provisions of the Companies Act 2013, the company proposes to adopt the articles contained in the amended and restated Articles of Association in substitution of and to the entire exclusion of the articles contained in the existing AoA of the company. The new set of AoA is not available on the company’s website; given that the AoA is not accessible, it is not possible to ascertain any of the clauses are prejudicial to the interest of minority shareholders.
  • Zerodha Mutual FundProvision for appointment of Alternate Director, Provisions which might undermine the role of NRC, Appointment of Nominee Managing Director.

  13 for13 against

Mutual fund votes, meeting of 12 Jan 2024, 29 fund houses

• Appointment of Mr. Anuj Gulati (DIN: 00278955) as an Independent Director of the Company with effect from October 14, 2023.

  29 for0 against

Mutual fund votes, meeting of 30 Jun 2023, 21 fund houses

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

• Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2023.

  18 for0 against
• Confirmation of payment of Interim Dividend of Rs. 4/- per equity share, already paid and Declaration of Final Dividend of Rs. 5/- (250%) per equity share for the financial year ended March 31, 2023.

  20 for0 against
• Re-appointment of Mr. Yadu Hari Dalmia (DIN: 00009800), who retires by rotation and being eligible, offers himself for re-appointment.

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

  • Bandhan Mutual FundNon-compliant with SEBI LODR. Appointment of Director beyond 75 years of age proposed through ordinary resolution..
  • Baroda BNP Paribas Mutual FundNon-compliant with SEBI LODR. Appointment of Director beyond 75 years of age proposed through ordinary resolution. Although the Dalmia family has played a stellar role in driving the growth agenda in this company and have indeed added value. Infact even for Y H Dalmia (Resolution 3&6) despite his age of over 75 his attendance is upwards of 80% the main crux is that the company has not proposed any cap on variable pay. We would desire a formula for the variable (% of net profits etc) when proposing such resolutions
  • Nippon India Mutual FundOrdinary resolution for director above 75 years age
  • PGIM India Mutual FundOrdinary resolution for director above 75 years

  16 for4 against
• Re-appointment of Mr. Gautam Dalmia (DIN: 00009758) as Managing Director of the Company for a period of 5 years commencing from October 30, 2023.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundGautam Dalmia is MD of Dalmia Bharat Limited and Dalmia Bharat Sugar and Industries Limited (DBSIL, a listed group company). For FY23, his remuneration was Rs. 206.3 mn and aggregate remuneration (including DBSIL) was Rs. 342.8 mn. His proposed remuneration is estimated to range between Rs. 235.2 mn to Rs. 270.4 mn, aggregated at Rs. 305.7 mn to Rs. 420.5 mn and is entirely fixed. In case he is paid commission, his remuneration levels will be even higher. His remuneration given the company’s size and scale is in line with the Managing Directors’ remuneration of S&P BSE SENSEX companies – Dalmia Bharat is an S&P BSE 200 company. The board must ensure that Gautam Dalmia is devoting sufficient time to his responsibilities at Dalmia Bharat Limited, given his two executive roles.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual FundCompliant with Law. Governance Concern: No absolute Cap on variable Pay in Proposed Remuneration & 2 Full time Position.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • Gautam Dalmia is also the Executive Director of Dalmia Bharat Sugar and Industries Limited (listed entity). Given that he serves in an executive capacity on the boards of two listed entities, Gautam Dalmia's ability to commit sufficient time to his role in the company could be questioned, by shareholders. • The company has not disclosed the quantum of commission which Gautam Dalmia will be entitled to receive which could lead to discretionary payouts. • The resolution gives the board the discretion to annually increase his salary with an option of cumulative increment if increment is not provided in a year which is not a market aligned practice. • There are concerns regarding the historical pay of the executives when linked to company performance in the past. • If this proposal is approved, the executives will be paid their full remuneration even in the event of loss or inadequate profits of the company. Executive compensation should be linked to the company's performance.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted in view of the following concerns in the executive's remuneration:- The company has not disclosed the quantum of commission which Gautam Dalmia and Puneet Yadu Dalmia will be entitled to receive which could lead to discretionary payouts.- The resolution gives the board the discretion to annually increase his salary with an option of cumulative increment if increment is not provided in a year which is not a market aligned practice.- There are concerns regarding the historical pay of the executives when linked to company performance in the past.- If this proposal is approved, the executives will be paid their full remuneration even in the event of loss or inadequate profits of the company. Executive compensation should be linked to the company's performance.
  • ICICI Prudential Mutual FundThe proposed remuneration for Mr. Gautam Dalmia for FY2023 was Rs. 206.3 million. His proposed remuneration is estimated to range between Rs. 230 million to Rs. 270 million, and is entirely fixed. In case he is paid commission, his remuneration levels will be even higher. His remuneration given the company’s size and scale is higher than the Industry peers. Hence, the AMC has voted against the resolution
  • Invesco Mutual FundGautam Dalmia is MD of Dalmia Bharat Limited and Dalmia Bharat Sugar and Industries Limited (DBSIL, a listed group company). For FY23, his remuneration was Rs. 206.3 mn and aggregate remuneration (including DBSIL) was Rs. 342.8 mn. His proposed remuneration is estimated to range between Rs. 235.2 mn to Rs. 270.4 mn, aggregated at Rs. 305.7 mn to Rs. 420.5 mn and is entirely fixed. In case he is paid commission, his remuneration levels will be even higher. His remuneration given the company’s size and scale is in line with the Managing Directors’ remuneration of S&P BSE SENSEX companies – Dalmia Bharat is an S&P BSE 200 company. The board must ensure that Gautam Dalmia is devoting sufficient time to his responsibilities at Dalmia Bharat Limited, given his two executive roles. Large part of the remuneration is fixed and not variable is a matter of concern.
  • Kotak Mahindra Mutual FundGautam Dalmia, 55 is currently Executive Director at Dalmia Bharat Limited, Dalmia Bharat Sugar And Industries Limited. He has over three decades of industry expertise. He has been associated with the company for over three decades. While we support his reappointment as Managing Director, there is no absolute cap placed variable pay has been placed on remuneration proposed to be paid. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInsufficient information
  • PGIM India Mutual FundLack of clarity for commission and past remuneration package, 2 Full time Position
  • SBI Mutual FundGautam Dalmia is MD of Dalmia Bharat Limited and Dalmia Bharat Sugar and Industries Limited (DBSIL, a listed group company). For FY23, his remuneration was Rs. 206.3 mn and aggregate remuneration (including DBSIL) was Rs. 342.8 mn. His proposed remuneration is estimated to range between Rs. 235.2 mn to Rs. 270.4 mn, aggregated at Rs. 305.7 mn to Rs. 420.5 mn and is entirely fixed. The compensation for Gautam Dalmia is not passing on SBI MF’s internal framework. We also observe that there are 9 BODs, out of which 5 are IDs and 2 are long tenured. Hence, the effective independence is assessed at 33%. However, we would encourage the company to have at least 50% board independence in number and spirit. Therefore, we are unable to support the resolution.

  5 for15 against
• Re-appointment of Mr. Puneet Yadu Dalmia (DIN: 00022633) as Managing Director of the Company for a period of 5 years commencing from October 30, 2023.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundPuneet Yadu Dalmia is MD of Dalmia Bharat Limited. For FY23, his remuneration was Rs. 233.7 mn. His proposed remuneration is estimated to range between Rs. 257.6 mn to Rs. 296.2 mn and is entirely fixed. In case he is paid commission, his remuneration levels be even higher. His remuneration given the company’s size and scale is in line with the Managing Directors’ remuneration of S&P BSE SENSEX companies – Dalmia Bharat is an S&P BSE 200 company.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual FundCompliant with law. Governance concern: No absolute Cap on variable Pay in Proposed Remuneration
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The company has not disclosed the quantum of commission which Puneet Yadu Dalmia will be entitled to receive which could lead to discretionary payouts. • The resolution gives the board the discretion to annually increase his salary with an option of cumulative increment if increment is not provided in a year which is not a market aligned practice. • There are concerns regarding the historical pay of the executives when linked to company performance in the past. • If this proposal is approved, the executives will be paid their full remuneration even in the event of loss or inadequate profits of the company. Executive compensation should be linked to the company's performance.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted in view of the following concerns in the executive's remuneration:- The company has not disclosed the quantum of commission which Gautam Dalmia and Puneet Yadu Dalmia will be entitled to receive which could lead to discretionary payouts.- The resolution gives the board the discretion to annually increase his salary with an option of cumulative increment if increment is not provided in a year which is not a market aligned practice.- There are concerns regarding the historical pay of the executives when linked to company performance in the past.- If this proposal is approved, the executives will be paid their full remuneration even in the event of loss or inadequate profits of the company. Executive compensation should be linked to the company's performance.
  • ICICI Prudential Mutual FundThe proposed remuneration for Mr. Puneet Yadu Dalmia was Rs. 233.7 mn. His proposed remuneration is estimated to range between Rs. 258 million to Rs. 296 million and is entirely fixed. In case he is paid commission, his remuneration levels be even higher. His remuneration given the company’s size and scale is higher than the Industry peers. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundPuneet Yadu Dalmia is MD of Dalmia Bharat Limited. For FY23, his remuneration was Rs. 233.7 mn. His proposed remuneration is estimated to range between Rs. 257.6 mn to Rs. 296.2 mn and is entirely fixed. In case he is paid commission, his remuneration levels be even higher. His remuneration given the company’s size and scale is in line with the Managing Directors’ remuneration of S&P BSE SENSEX companies – Dalmia Bharat is an S&P BSE 200 company. Large part of the remuneration is fixed and not variable is a matter of concern.
  • Kotak Mahindra Mutual FundPuneet Yadu Dalmia, 50 is currently Executive Director at Dalmia Bharat. He has over three decades of industry expertise. He has been instrumental in the development and growth of the business. While we support his reappointment as Managing Director, there is no absolute cap placed variable pay has been placed on remuneration proposed to be paid. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInsufficient information
  • PGIM India Mutual FundLack of clarity for commission and past remuneration package

  6 for14 against
• Re-appointment of Mr. Yadu Hari Dalmia as Advisor in Dalmia Cement (Bharat) Limited, subsidiary of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundYadu Hari Dalmia, part of the promoter was appointed as an Advisor, in Dalmia Cement (Bharat) Limited at the 2018 AGM. His remuneration as advisor in Dalmia Cement (Bharat) Limited is estimated at Rs. 130.0 mn. We note given the presence of two Managing Directors on the board of Dalmia Bharat, the parent, the company needs to define Yadu Hari Dalmia’s role and responsibilities as an advisor. Furthermore, aggregate promoter remuneration, including his remuneration at 4.3% PBT is high.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual FundCompliant with law. Governance concern: Proposed remuneration appears excessive.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The proposed remuneration payable is aggressively positioned and is indicative of an executive position of the company. • The proposed remuneration structure entitles him to fixed pay irrespective of the performance of the wholly owned subsidiary. • The resolution gives the board the discretion to annually increase his salary without an adequate rationale with an option of cumulative increment if increment is not provided in a year which is not a market aligned practice.
  • 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:- The proposed remuneration payable is aggressively positioned and is indicative of an executive position of the company.- The proposed remuneration structure entitles him to fixed pay irrespective of the performance of the wholly owned subsidiary.- The resolution gives the board the discretion to annually increase his salary without an adequate rationale with an option of cumulative increment if increment is not provided in a year which is not a market aligned practice.
  • ICICI Prudential Mutual FundMr. Yadu Hari Dalmia, part of the promoter was appointed as an Advisor, in Dalmia Cement (Bharat) Limited (a subsidiary of Dalmia Bharat Ltd). His remuneration as advisor in Dalmia Cement (Bharat) Limited is estimated at Rs. 130.0 million. The company needs to define Yadu Hari Dalmia’s role and responsibilities as an advisor. Furthermore, aggregate promoter remuneration, including his remuneration is at ~4% PBT, which is high. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundYadu Hari Dalmia, part of the promoter was appointed as an Advisor, in Dalmia Cement (Bharat) Limited at the 2018 AGM. His remuneration as advisor in Dalmia Cement (Bharat) Limited is estimated at Rs. 130.0 mn. We note given the presence of two Managing Directors on the board of Dalmia Bharat, the parent, the company needs to define Yadu Hari Dalmia’s role and responsibilities as an advisor. Furthermore, aggregate promoter remuneration, including his remuneration at 4.3% PBT is high
  • Kotak Mahindra Mutual FundYadu Hari Dalmia, 76 has over five decades of experience in the Cement Industry. He is the promoter and former Managing Director of the company. He has been with the group for over four decades and has attended all the board meetings in the past financial year. While we support his reappointment as an Advisor for the subsidiary company, the proposed remuneration appears to be excessive as compared with the other KMPs who are non- promoters in the Dalmia Cement Bharat Ltd. Hence voting against on governance concern.
  • Mahindra Manulife Mutual FundThe company has not specified the roles and responsibilities to be undertaken by Yadu Dalmia as an advisor in the subsidiary. Governance concern: Proposed remuneration appears excessive.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundRemuneration is high
  • PGIM India Mutual FundProposed remuneration appears excessive.
  • Tata Mutual FundYadu Hari Dalmia, part of the promoter was appointed as an Advisor, in Dalmia Cement (Bharat) Limited at the 2018 AGM. His remuneration as advisor in Dalmia Cement (Bharat) Limited is estimated at Rs. 130.0 mn. We note given the presence of two Managing Directors on the board of Dalmia Bharat, the parent, the company needs to define Yadu Hari Dalmia’s role and responsibilities as an advisor.

  4 for16 against
• Appointment of Mr. Paul Heinz Hugentobler (DIN: 00452691) as an Independent Director of the Company w.e.f July 01, 2023

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundPaul Heinz Hugentobler, 74, is former CEO Siam City Cement Public Company Limited, Bangkok and a member of Holcim Executive Committee. He has over four decades of experience in the cement industry. He will attain 75 years of age during his second term. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution. We do not consider age to be a criterion for board appointments. Notwithstanding, we raise concerns about issues related to conflicts of interest which may arise given his directorship as a non-executive non independent director of J.K Cement Limited since 2014.
  • Bandhan Mutual FundCompliant with law. Governance concern: Association at the end of proposed term will be more than 10 years, serves on the Board of competitor company.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as it is noted that Paul Heinz Hugetobler is also on the board of a listed entity which is in similar line of business as the company, thus creating a material conflict of interest. The presence of a director on the board of two listed competitor entities in the similar line of business creates a conflict of interest and it could lead to a breach in the confidentiality regarding certain information and transactions within the company. Further his tenure with the company has also been updated because it is observed that he is also a director since May 14, 2014 in Dalmia Cement (Bharat) Limited, a wholly owned subsidiary of the company. He will not be treated as an independent director, post May 13, 2024.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the nominee has a conflicting relationship, by being on the board of a listed company in the similar line of business.
  • Invesco Mutual FundPaul Heinz Hugentobler, 74, is former CEO Siam City Cement Public Company Limited, Bangkok and a member of Holcim Executive Committee. He has over four decades of experience in the cement industry. He will attain 75 years of age during his second term. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution. We do not consider age to be a criterion for board appointments. Notwithstanding, we raise concerns about issues related to conflicts of interest which may arise given his directorship as a non-executive non independent director of J.K Cement Limited since 2014
  • Kotak Mahindra Mutual FundHe has already been on the board for over 9 years the resolution is for extension of 5 years more. He has been associated with the Group Company for about 9 years with existing resolution of extending it to 5 years (14 years in total). Therefore, we consider him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must reappoint him as a Non-Independent director. Furthermore he serves on the board on a competitor company such appointment would be against the spirit of law.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundAssociation may adversely impact independence
  • PGIM India Mutual FundProlonged association, ID at competitor company
  • Tata Mutual FundPaul Heinz Hugentobler, 74, is former CEO Siam City Cement Public Company Limited, Bangkok and a member of Holcim Executive Committee. He has over four decades of experience in the cement industry. We raise concerns about issues related to conflicts of interest which may arise given his directorship as a non-executive non independent director of J.K Cement Limited since 2014.

  8 for12 against
• Appointment of Mrs. Anuradha Mookerjee (DIN 10174271) as an Independent Director of the Company w.e.f July 01, 2023.

  ›Against Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundMs. Anuradha Mookerjee, 62, is an Ex- Indian Revenue Services (IRS) officer with over three decades of experience in revenue services. She is also a social anthropologist, working towards rectifying the disconnect of urban India with that of rural India. We note that she has an outstanding court case in the Central Administrative Tribunal. Additionally, based on the recent amendments to SEBI LODR effective 1 January 2022, we believe that a special resolution should have been presented to shareholders for her appointment

  17 for3 against
• Payment of remuneration/commission to the Non-executive Directors.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundThe commission paid in the past has been reasonable and was in the range of 0.4% to 0.8% of standalone profits before tax. However, the current resolution does not outline a specific tenure for payment of commission, therefore the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review and vote on such payments. Further, we believe the company must consider setting an absolute cap on the commission payable.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual FundCompliant with law. Governance concern: No absolute cap on proposed payment of commission & Perpetual Approval.
  • HSBC Mutual FundNon-executive directors participate in performance-based incentive schemes. The approval will be valid till perpetuity and shareholders will not get to review the payments in the future.
  • Invesco Mutual FundThe commission paid in the past has been reasonable and was in the range of 0.4% to 0.8% of standalone profits before tax. However, the current resolution does not outline a specific tenure for payment of commission, therefore the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review and vote on such payments. Further, we believe the company must consider setting an absolute cap on the commission payable
  • Kotak Mahindra Mutual FundThe Company has not stated a fixed period for which commission shall be payable. Also there is no absolute cap on commission payable. Such perpetual approval are not shareholder friendly in nature and are against the spirit of law, hence voting against.
  • Mahindra Manulife Mutual FundWe do not favour resolutions in perpetuity. Shareholders must get a chance to vote on remuneration/commissions on a periodic basis.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundPerpetual approval, hence not approved
  • PGIM India Mutual FundNo absolute cap on proposed payment of commission. Perpetual Approval.
  • Tata Mutual FundThe commission paid in the past has been reasonable and was in the range of 0.4% to 0.8% of standalone profits before tax. However, the current resolution does not outline a specific tenure for payment of commission, therefore the resolution is effectively valid in perpetuity. Shareholders must get a chance to periodically review and vote on such payments. Further, the company must consider setting an absolute cap on the commission payable.

  6 for14 against

Mutual fund votes, meeting of 1 Jul 2022, 18 fund houses

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

• Adoption of Standalone Financial Statements for the financial year ended on 31.03.2022 together with the Report of Board of Directors and Auditors thereon and Consolidated Financial Statements for the financial year ended on 31.03.2022 together with the Report of the Auditors thereon.MoreLess

  17 for0 against
• Ordinary Resolution passed for confirmation of payment of interim dividend of Rs.4/- per equity share of Rs.2/- each(already paid) and declaration of dividend of Re.5/-(250%) per equity share of Rs.2/- each for the financial year ended 31st March, 2022MoreLess

  17 for0 against
• Ordinary Resolution passed for appointment of Dr.Niddodi Subrao Rajan (DIN: 07339365) as a Director liable to retire by rotation.

  ›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 a non-executive director and the board is not at least one-third independent and Niddodi Subrao Rajan is a non-independent director nominee.
  • HSBC Mutual FundA vote AGAINST this proposal is warranted as i) board is less than one-third independent; ii) nomination committee is less than 50% independent; and iii) renumeration committee is less than 50% independent.

  16 for2 against

Mutual fund votes, meeting of 29 Sep 2021, 12 fund houses

• Adoption of standalone and Consolidated financial statements for the financial year ended March 31, 2021 and the Reports of Auditors’ and Directors’ thereon.

  12 for0 against
• Declaration of dividend of Rs.1.33/- (66.50%) per equity share of Rs. 2/- each for the financial year ended March 31, 2021

  12 for0 against
• Re-appointment of Mr. Yadu Hari Dalmia (DIN: 00009800), who retires by rotation and being eligible, offers himself for re-appointment

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (based on reclassification), and the nominee is a non-independent director nominee to the board.

  11 for1 against
• Appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting to the conclusion of 13th Annual General Meeting of the Company.MoreLess

  ›Against ITI Mutual Fund

  • ITI Mutual FundThe company has not provided adequate information regarding the remuneration of the auditors. Hence we vote against it.

  11 for1 against
• Approval for continuation of directorship of Mr. Yadu Hari Dalmia (DIN: 00009800), on attaining seventy-five years of age, as a Non-Executive Director of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (based on reclassification), and the nominee is a non-independent director nominee to the board.

  11 for1 against
• Approval for continuation of directorship of Mr. Virendra Singh Jain (DIN: 00253196), on attaining seventy-five years of age, as an Independent Director of the Company

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual FundVirendra Singh Jain, has been on the board of the company since October 2011. He attained the age of 75 years in July 2021. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders through a special resolution. We do not consider age to be a criterion for board memberships. However, Virendra Singh Jain will complete 10 years on the board in November 2021, within four months, therefore, applying the visa rule, we classify him as non-independent due to his long association (>10 years) with the company. Therefore, we do not support his continuation on the board.
  • Nippon India Mutual FundProlonged association with the group
  • SBI Mutual FundVirendra Singh Jain has been on the Board of Dalmia Bharat since Oct 2011. His 10 years of tenure will be over in Nov 2021. While we do not have a criteria of voting against because of age of directors, we do consider long tenured independent directors on the board as non-independent in spirit. Therefore, with 10 years tenure on the board, as per the Companies Act and SEBI LODR, he should observe a cooling period of 3 years before being considered again for appointment as an ID. We therefore vote against his continuation till 2023 as an independent director.

  7 for5 against
• Approval for payment of remuneration to Mr. Gautam Dalmia (DIN 00009758), the Managing Director of the Company for his remaining tenure of two years viz,.from October 30, 2021 to October 29, 2023

  ›Against Bank of India Mutual Fund, ITI Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundGautam Dalmia the MD of Dalmia Bharat and Dalmia Bharat Sugar and Industries Limited(a group company). In FY21, his remuneration from Dalmia Bharat Limited was Rs. 150. 5 mn and aggregate remuneration from both entities was Rs. 208. 7 mn. His proposed remuneration from the company estimated at Rs. 186. 2 mn, with upto 30% annual increase, and aggregate remuneration estimated at Rs. 305. 7 mn. The proposed remuneration is in the range of Managing Directors’ remuneration of S&P BSE SENSEX companies – Dalmia Bharat is an S&P BSE 200 company. In FY21, Gautam Dalmia’s remuneration increased by 0. 2% while median employee remuneration decreased by 1. 65%. While we recognize that executive directors’ remuneration may increase higher than median employee remuneration, we expect leadership remuneration to be tempered in the COVID-19 year. The company must cap the total incentive in absolute amounts and define performance metrics that determine variable and fixed pay.
  • ITI Mutual FundThe company has not specifies any cap on the variable pay and it could be skewed. Hence we vote against it.
  • Nippon India Mutual FundNo absolute cap on remuneration

  9 for3 against
• Approval for payment remuneration to Mr. Puneet Yadu Dalmia (DIN 00022633), the Managing Director of the Company for his remaining tenure of two years viz,. from October 30, 2021 to October 29, 2023

  ›Against Bank of India Mutual Fund, ITI Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundPuneet Yadu Dalmia’s proposed remuneration from the company estimated at Rs. 202. 8, which is not commensurate with the size and scale of the business; the proposed remuneration is in the range of Managing Directors’ remuneration of S&P BSE SENSEX companies – Dalmia Bharat is an S&P BSE 200 company. In FY21, Puneet Yadu Dalmia’s remuneration increased by 0. 9% while median employee remuneration decreased by 1. 65%. While we recognize that executive directors’ remuneration may increase higher than median employee remuneration, we expect leadership remuneration to be tempered in the COVID-19 year. The company must cap the total incentive in absolute amounts and define performance metrics that determine variable and fixed pay.
  • ITI Mutual FundThe company has not specifies any cap on the variable pay and it could be skewed. Hence we vote against it.
  • Nippon India Mutual FundNo absolute cap on remuneration

  9 for3 against