Divi's Laboratories CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 6 Mar 2025, 33 fund houses

• Re-appointment of Dr. Kiran S. Divi (DIN: 00006503) as Whole-time Director and Chief Executive Officer of the Company

  ›Against 360 One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundAppointment compliant with law. Governance concern: No Absolute cap on variable pay
  • Bank of India Mutual Fund, Taurus Mutual FundDr. Kiran S. Divi, 48, is the son of promoter Dr. Murali K. Divi and. He joined Divi’s Laboratories Limited on 10 August 2001, as Director (Business Development) and was appointed as Chief Executive Officer in January 2020.His FY24 pay aggregated Rs. 227.5 mn. He is eligible for a flat commission at 1% of net profits and based on his proposed terms, we estimate his annual pay at Rs. 355.9 mn. While we support Dr. Kiran S. Divi’s reappointment, we do not support his remuneration. His current and proposed pay is high when compared to peers and is not commensurate with the company’s size. The company must clarify how the NRC has benchmarked his pay with industry peers. Dr. Kiran S. Divi’s FY24 pay was high at 417.0x times the median employee remuneration. All executive directors are eligible for a flat commission linked to profits. The overall pay for the promoter Executive Directors stood at Rs. 1,101.8 mn in FY24 (5.1% of consolidated PBT): which is high. The company must cap the overall pay in absolute terms at a level that is commensurate with the size, performance and complexity of the business. Further, the company must disclose the performance metrics that determine his variable pay.
  • Invesco Mutual FundDr. Kiran S. Divi, 48, is the son of promoter Dr. Murali K. Divi and. He joined Divi’s Laboratories Limited on 10 August 2001, as Director (Business Development) and was appointed as Chief Executive Officer in January 2020. His FY24 pay aggregated Rs. 227.5 mn. He is eligible for a flat commission at 1% of net profits and based on his proposed terms, we estimate his annual pay at Rs. 355.9 mn. While we support Dr. Kiran S. Divi’s reappointment, we do not support his remuneration. His current and proposed pay is high when compared to peers and is not commensurate with the company’s size. The company must clarify how the NRC has benchmarked his pay with industry peers. Dr. Kiran S. Divi’s FY24 pay was high at 417.0x times the median employee remuneration. All executive directors are eligible for a flat commission linked to profits. The overall pay for the promoter Executive Directors stood at Rs. 1,101.8 mn in FY24 (5.1% of consolidated PBT): which is high. The company must cap the overall pay in absolute terms at a level that is commensurate with the size, performance and complexity of the business. Further, the company must disclose the performance metrics that determine his variable pay. We do not support the resolution. This is in line with our ESG framework.
  • Nippon India Mutual FundAppointment compliant with law. Governance concern.
  • NJ Mutual FundDr. Kiran S. Divi, 48, is the son of promoter Dr. Murali K. Divi and. He joined Divi’s Laboratories Limited on 10 August 2001, as Director (Business Development) and was appointed as Chief Executive Officer in January 2020. His FY24 pay aggregated Rs. 227.5 mn. He is eligible for a flat commission at 1% of net profits and based on his proposed terms, we estimate his annual pay at Rs. 355.9 mn. While we support Dr. Kiran S. Divi’s reappointment, we do not support his remuneration. His current and proposed pay is high when compared to peers and is not commensurate with the company’s size. The company must clarify how the NRC has benchmarked his pay with industry peers. Dr. Kiran S. Divi’s FY24 pay was high at 417.0x times the median employee remuneration. All executive directors are eligible for a flat commission linked to profits. The overall pay for the promoter Executive Directors stood at Rs. 1,101.8 mn in FY24 (5.1% of consolidated PBT): which is high. The company must cap the overall pay in absolute terms at a level that is commensurate with the size, performance and complexity of the business. Further, the company must disclose the performance metrics that determine his variable pay.
  • Sundaram Mutual Fund"Dr. Kiran S. Divi, 48, is the son of promoter Dr. Murali K. Divi and. He joined Divi’s Laboratories Limited on 10 August 2001, as Director (Business Development) and was appointed as Chief Executive Officer in January 2020.His FY24 pay aggregated Rs. 227.5 mn. He is eligible for a flat commission at 1% of net profits and based on his proposed terms, we estimate his annual pay at Rs. 355.9 mn. While we support Dr. Kiran S. Divi’s reappointment, we do not support his remuneration. His current and proposed pay is high when compared to peers and is not commensurate with the company’s size. The company must clarify how the NRC has benchmarked his pay with industry peers. Dr. Kiran S. Divi’s FY24 pay was high at 417.0x times the median employee remuneration. All executive directors are eligible for a flat commission linked to profits. The overall pay for the promoter Executive Directors stood at Rs. 1,101.8 mn in FY24 (5.1% of consolidated PBT): which is high. The company must cap the overall pay in absolute terms at a level that is commensurate with the size, performance and complexity of the business. Further, the company must disclose the performance metrics that determine his variable pay."

  20 for13 against

Mutual fund votes, meeting of 8 Nov 2024, 1 fund house

• 1. To consider and adopt the audited financial statements of the Company, both standalone and consolidated, for the financial year ended March 31, 2024, and the reports of the Board of Directors’ and Auditors’ thereon. 2. To declare dividend of 30/- per equity share of face value 2/- each (i.e. @ 1,500%) for the financial year ended March 31, 2024. 3. To appoint a director in place of Mr. N.V. Ramana (DIN: 00005031), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re appointment 4. To appoint a director in place of Dr. Kiran S. Divi (DIN: 00006503), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re appointment 5. To appoint Dr. Rajendra Kumar Premchand, (DIN: 00895990), as an Independent Director of the Company w.e.f. May 25, 2024. 6. To re-appoint Dr. Murali K. Divi (DIN: 00005040) as Managing Director of the Company w.e.f. October 10, 2024. 7. To re-appoint Mr. N.V. Ramana (DIN: 00005031) as Executive Director of the Company w.e.f. December 26, 2024. 8. To re-appoint Mr. K.V. Chowdary (DIN: 08485334) as an Independent Director of the Company w.e.f. January 04, 2025.MoreLess

  1 for0 against

Mutual fund votes, meeting of 12 Aug 2024, 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 financial statements of the Company, both standalone and consolidated, for the financial year ended March 31, 2024, and the reports of the Board of Directors’ and Auditors’ thereonMoreLess

  31 for0 against
• To declare dividend of Rs. 30/- per Equity Share of face value Rs. 2/-each (i.e. @ 1500%) for the financial year ended March 31, 2024

  31 for0 against
• To appoint a director in place of Mr. N.V. Ramana (DIN: 00005031), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment

  31 for0 against
• To appoint a director in place of Dr. Kiran S. Divi (DIN: 00006503), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment

  31 for0 against
• To appoint Dr. Rajendra Kumar Premchand, (DIN: 00895990), as an Independent Director of the Company w.e.f. May 25, 2024.

  31 for0 against
• To re-appoint Dr. Murali K. Divi (DIN: 00005040) as Managing Director of the Company w.e.f. October 10, 2024

  ›Against 360 One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundDr. Murali K. Divi, 73, is the founder and MD of Divi’s Laboratories Limited. His FY24 pay aggregated Rs. 640.6 mn. He is eligible for a flat pay at 3% of net profits and we estimate his annual pay at Rs. 892.5 mn. While we support his reappointment, we do not support his remuneration. His pay is high when compared to peers and is not commensurate with the company’s size. The company must clarify how the NRC has benchmarked his pay with industry peers. All executive directors (EDs) are eligible for a flat commission linked to profits. This leads to the directors drawing a flat commission at 6.5% of net profits (of which promoters draw 5% of net profits) without any cap. The overall pay to EDs stood at Rs. 1,437.5 mn in FY24: this is higher than several BSE SENSEX companies larger than Divi’s Laboratories Ltd. The company must cap the overall pay in absolute terms at a level that is commensurate with the size, performance and complexity of the business. Further, the overall pay to promoter directors has outpaced the growth in the company’s profits in the last five years.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundRe-appointment compliant with Law. No concern on merit of appointee. Governance concern: Excessive & Skewed Remuneration. No absolute cap on Variable pay or Total remuneration.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • Murali K. Divi's proposed pay is deemed high and positioned aggressively, compared to industry peers. • There is no absolute cap on the commission element or his overall pay. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the commission element. • His pay in FY2024 has been 1,174 times the median remuneration of employees. This is considered to be high in the context of Indian market.
  • ICICI Prudential Mutual FundDr. Murali K. Divi, 73, is the founder and MD of Divi’s Laboratories Limited. His FY2024 pay aggregated to Rs. 640.6 million. He is eligible for a flat pay at 3% of net profits and we estimate his annual pay at Rs. 892.5 million. While the AMC support his reappointment, but do not support his remuneration. His pay is high when compared to peers and is not commensurate with the company’s size. The company must clarify how the NRC has benchmarked his pay with industry peers. All executive directors (EDs) are eligible for a flat commission linked to profits. This leads to the directors drawing a flat commission at 6.5% of net profits (of which promoters draw 5% of net profits) without any cap. The overall pay to EDs stood at Rs. 1,437.5 million in FY2024: this is higher than several BSE SENSEX companies larger than Divi’s Laboratories Ltd. The company must cap the overall pay in absolute terms at a level that is commensurate with the size, performance and complexity of the business. Further, the overall pay to promoter directors has outpaced the growth in the company’s profits in the last five years. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundDr. Murali K. Divi, 73, is the founder and MD of Divi’s Laboratories Limited. His FY24 pay aggregated Rs. 640.6 mn. He is eligible for a flat pay at 3% of net profits and we estimate his annual pay at Rs. 892.5 mn. While we support his reappointment, we do not support his remuneration. His pay is high when compared to peers and is not commensurate with the company’s size. The company must clarify how the NRC has benchmarked his pay with industry peers. All executive directors (EDs) are eligible for a flat commission linked to profits. This leads to the directors drawing a flat commission at 6.5% of net profits (of which promoters draw 5% of net profits) without any cap. The overall pay to EDs stood at Rs. 1,437.5 mn in FY24: this is higher than several BSE SENSEX companies larger than Divi’s Laboratories Ltd. The company must cap the overall pay in absolute terms at a level that is commensurate with the size, performance and complexity of the business. Further, the overall pay to promoter directors has outpaced the growth in the company’s profits in the last five years. This is in line with our ESG framework
  • Quantum Mutual FundMr. Murali Divi was paid Rs. 640 million in FY’24 which is 1,174 times the median remuneration of employees. It may be noted that almost entirety of his remuneration is from variable pay/commission. The remuneration sought currently includes 3% of Net Profits. The FY’25 estimated pay inclusive of fixed and variable stands at Rs. 893 million which translates to ~40% increase over FY’24 pay . It may be noted that the overall pay to promoter directors has outpaced the growth in the company’s profits. In the last five years, the overall promoter pay increased by 43.6% whereas the company’s PBT grew by 18.9%. Since, there is a significant deviation between promoter pay and profits, we do not support the resolution.
  • Zerodha Mutual FundGovernance concern: Excessive & Skewed Remuneration. No absolute cap on Variable pay or Total remuneration.

  16 for15 against
• To re-appoint Mr. N.V. Ramana (DIN: 00005031) as Executive Director of the Company w.e.f. December 26, 2024.

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

  • Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundN.V. Ramana, 66, has been the Executive Director of Divi’s Laboratories Limited for the past 30 years. He will attain the age of 70 years during his proposed term – we do not consider age to be a criterion for board memberships. His FY24 pay aggregated Rs. 331.3 mn. He draws a flat commission at 1.5% of net profits and based on his proposed terms, we estimate his annual pay at Rs. 457.6 mn. His pay primarily comprises commission and thus, the growth in his pay levels has been in line with the company’s profitability. However, his overall pay in absolute terms is high when compared to peers. The company must clarify how the NRC has benchmarked his pay with industry compensation levels. The company must cap his compensation at a level that is commensurate with the size, performance and complexity of the business. The overall pay to Executive Directors stood at Rs. 1,437.5 mn in FY24: this is higher than several BSE SENSEX companies larger than Divi’s Laboratories Ltd. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • N.V. Ramana's proposed pay is deemed high and positioned aggressively, compared to industry peers. • There is no absolute cap on the commission element or his overall pay. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the commission element. • His pay in FY2024 has been 607 times the median remuneration of employees, which is deemed high. • The company has not disclosed the quantum of stock options he is entitled to receive during his tenure.
  • Invesco Mutual FundN.V. Ramana, 66, has been the Executive Director of Divi’s Laboratories Limited for the past 30 years. He will attain the age of 70 years during his proposed term – we do not consider age to be a criterion for board memberships. His FY24 pay aggregated Rs. 331.3 mn. He draws a flat commission at 1.5% of net profits and based on his proposed terms, we estimate his annual pay at Rs. 457.6 mn. His pay primarily comprises commission and thus, the growth in his pay levels has been in line with the company’s profitability. However, his overall pay in absolute terms is high when compared to peers. The company must clarify how the NRC has benchmarked his pay with industry compensation levels. The company must cap his compensation at a level that is commensurate with the size, performance and complexity of the business. The overall pay to Executive Directors stood at Rs. 1,437.5 mn in FY24: this is higher than several BSE SENSEX companies larger than Divi’s Laboratories Ltd. We do not support the resolution. This is in line with our ESG framework

  26 for5 against
• To re-appoint Mr. K.V. Chowdary (DIN: 08485334) as an Independent Director of the Company w.e.f. January 04, 2025.

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

  • Bank of India Mutual Fund, DSP Mutual FundK V Chowdary, 69, served as the Central Vigilance Commissioner from June 2015 to June 2019. He also served as Chairperson of Central Board of Direct Taxes and Advisor to the Department of Revenue, Ministry of Finance, Government of India. He has been on the board of Divi’s Laboratories Limited since January 2020 and attended all five board meetings held in FY24. He will attain the age of 75 in October 2029 – we do not consider age to be a criterion for board memberships. K V Chowdary has been a member of the Nomination and Remuneration Committee since the time of his initial board appointment (January 2020). We believe he is accountable for the manner in which executive remuneration has been managed. Over the last five years (FY20 to FY24), the growth in remuneration to promoter executive directors (43.6%) has significantly outpaced the growth in company’s consolidated PBT (18.9%). The total remuneration to executive directors was high at Rs. 1,437.5 mn for FY24 – this is higher than the compensation levels of several BSE SENSEX companies which are much larger in size. Thus, are unable to support this reappointment.
  • Edelweiss Mutual FundAge factor
  • Invesco Mutual FundK V Chowdary, 69, served as the Central Vigilance Commissioner from June 2015 to June 2019. He also served as Chairperson of Central Board of Direct Taxes and Advisor to the Department of Revenue, Ministry of Finance, Government of India. He has been on the board of Divi’s Laboratories Limited since January 2020 and attended all five board meetings held in FY24. He will attain the age of 75 in October 2029 – we do not consider age to be a criterion for board memberships. K V Chowdary has been a member of the Nomination and Remuneration Committee since the time of his initial board appointment (January 2020). We believe he is accountable for the manner in which executive remuneration has been managed. Over the last five years (FY20 to FY24), the growth in remuneration to promoter executive directors (43.6%) has significantly outpaced the growth in company’s consolidated PBT (18.9%). The total remuneration to executive directors was high at Rs. 1,437.5 mn for FY24 – this is higher than the compensation levels of several BSE SENSEX companies which are much larger in size. Thus, are unable to support this reappointment This is in line with our ESG framework
  • Sundaram Mutual Fund"K V Chowdary, 69, served as the Central Vigilance Commissioner from June 2015 to June 2019. He also served as Chairperson of Central Board of Direct Taxes and Advisor to the Department of Revenue, Ministry of Finance, Government of India. He has been on the board of Divi’s Laboratories Limited since January 2020 and attended all five board meetings held in FY24. He will attain the age of 75 in October 2029 – we do not consider age to be a criterion for board memberships. K V Chowdary has been a member of the Nomination and Remuneration Committee since the time of his initial board appointment (January 2020). We believe he is accountable for the manner in which executive remuneration has been managed. Over the last five years (FY20 to FY24), the growth in remuneration to promoter executive directors (43.6%) has significantly outpaced the growth in company’s consolidated PBT (18.9%). The total remuneration to executive directors was high at Rs. 1,437.5 mn for FY24 – this is higher than the compensation levels of several BSE SENSEX companies which are much larger in size. Thus, are unable to support this reappointment."

  26 for5 against

Mutual fund votes, meeting of 4 Apr 2024, 34 fund houses

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

• Reappointment of Prof. Sunaina Singh (DIN: 08397250) as an Independent Director of the Company for a second term of 5 (five) consecutive years

  ›Against 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundMs. Sunaina Singh, 67, is Vice Chancellor of Nalanda University. She is an academician with experience in executive management, building organizational networks, research collaboration, policy creation, etc. She has been on the board of the company since March 2019. She attended three out of four board meetings (75%) held in FY23 and all five board meetings (100%) held in FY24 till date. The company should have sought approval for her reappointment prior to completion of her first term. Sunaina Singh has been a member of the NRC since August 2019. We believe she is accountable for the manner in which executive remuneration has been managed. Since FY20 (she became a member of the NRC in FY20), the percentage increase in remuneration to executive directors (51.8%) has surpassed both, the increase in company’s consolidated PBT (30.2%) as well as increase in employee benefit expense (after excluding compensation to executive directors) per employee (6.4%). The total remuneration to executive directors was high at Rs. 1,573.7 mn for FY23. Thus, we do not support her reappointment.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.
  • Edelweiss Mutual FundNot relevant experience
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because she has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: Sunaina Singh has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.
  • JM Financial Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an Independent Director.
  • Kotak Mahindra Mutual FundNo concern has been identified with the profile, time commitments, attendance and independence of Prof. Sunaina Singh . However, the power to re-appoint Independent Directors rests with the shareholders, and the Board cannot re-appoint her directly. In order to be eligible for re-appointment, the shareholders approval should have been obtained on or before 27th March, 2024, prior to her term coming to an end. Hence, such approval should have been obtained on or before 27th March, 2024. The resolution is non-compliant by the law and doesn t adhere to the provisions of Companies Act, 2013. Hence voting against.
  • LIC Mutual Fund, PGIM India Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders approval obtained for re-appointment as an ID.
  • Navi Mutual FundMs. Sunaina Singh, 67, is Vice Chancellor of Nalanda University. She is an academician with experience in executive management, building organizational networks, research collaboration, policy creation, etc. She has been on the board of the company since March 2019. She attended three out of four board meetings (75%) held in FY23 - her attendance levels for board meetings held in FY24 have not been disclosed by the company. The company should have sought approval for her reappointment prior to completion of her first term. Sunaina Singh has been a member of the NRC since August 2019. We believe she is accountable for the manner in which executive remuneration has been managed. Since FY20 (she became a member of the NRC in FY20), the percentage increase in remuneration to executive directors (51.8%) has surpassed both, the increase in company’s consolidated PBT (30.2%) as well as increase in employee benefit expense (after excluding compensation to executive directors) per employee (6.4%). The total remuneration to executive directors was high at Rs. 1,573.7 mn for FY23. Thus, we do not support her reappointment.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • NJ Mutual Fund, PPFAS Mutual FundNo prior shareholders’ approval for reappointment as ID.
  • Zerodha Mutual FundThe re-appointment of the concerned person as an ID for the second term is not in accordance with the law.

  12 for21 against
• Appointment of Dr. S. Devendra Rao (DIN: 10481393) as Whole-time Director, designated as ‘Whole-time Director (Manufacturing)’ of the Company and approval of the remuneration payable to him

  33 for0 against
• Approval to hold and continue to hold office or place of profit by Mr. S. Swaroop Krishna in the Company

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the remuneration: • The company has not specified if his remuneration arrangement will be subject to periodic shareholder review.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the remuneration: The company has not specified if his remuneration arrangement will be subject to periodic shareholder review.

  31 for2 against

Mutual fund votes, meeting of 28 Aug 2023, 25 fund houses

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

• To consider and adopt the audited financial statements of the Company, both standalone and consolidated, for the financial year ended March 31, 2023, and the reports of the Board of Directors’ and Auditors’ thereonMoreLess

  24 for0 against
• To declare dividend of Rs.30/- per Equity Share of face value Rs.2/-each (i.e. @ 1500%) for the financial year ended March 31, 2023

  23 for0 against
• To appoint a director in place of Dr. Kiran S. Divi (DIN: 00006503), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: Excessive Remuneration
  • Quantum Mutual FundThere is no concern on the profile, time commitment and attendance of Mr. Kiran S. Divi. However, it may be noted that Mr. Divi’s FY 2023 pay of Rs. 70.49 crores is almost entirely comprised of variable component with miniscule fixed pay. We are of the view that the salary composition is disproportionately in favour of variable pay. Further, such remuneration practice has been followed since the past, which is not a good practice. Therefore, we do not support his reappointment as a director (Executive) liable to retire by rotation.

  21 for3 against
• To appoint a director in place of Ms. Nilima Prasad Divi (DIN:06388001), who retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundComplaint with law. No concern on merit of appointee. Governance concern: Excessive Remuneration
  • Quantum Mutual FundThere is no concern on the profile, time commitment and attendance of Ms. Nilima Prasad Divi. However, it may be noted that Mr. Divi’s FY 2023 pay of Rs. 24.63 crores is comprised of ~95% variable component. We are of the view that the salary composition is disproportionately in favour of variable pay. Further, such remuneration practice has been followed since the past, which is not a good practice. Therefore, we do not support her reappointment as a director (Executive) liable to retire by rotation.

  22 for3 against

Mutual fund votes, meeting of 22 Aug 2022, 26 fund houses

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

• To consider and adopt the audited financial statements of the Company, both standalone and consolidated, for the financial year ended March 31, 2022, and the reports of the Board of Directors’ and Auditors’ thereon.MoreLess

  25 for0 against
• To declare dividend of Rs. 30/- per Equity Share of face value Rs. 2/- each (i.e. @1500%) for the financial year ended March 31, 2022.

  25 for0 against
• To appoint a director in place of Mr. N.V. Ramana (DIN 00005031), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

  25 for0 against
• To appoint a director in place of Mr. Madhusudana Rao Divi (DIN 00063843), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

  25 for0 against
• To appoint M/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company for a second term of five years and to fix their remuneration.

  26 for0 against