DOMS Industries MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 22 Sep 2025, 22 fund houses

• To receive, consider and adopt: (a) The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the reports of the Auditors and the Board of Directors thereon. (b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the reports of the Auditors thereon.MoreLess

  22 for0 against
• To declare final dividend on Equity Shares for the financial year 2024-25.

  22 for0 against
• To appoint Sanjay Rajani (DIN: 03329095) who retires by rotation as Director and being eligible offers himself for re-appointment.

  22 for0 against
• To appoint Ketan Rajani (DIN: 02490829) who retires by rotation as Director and being eligible offers himself for re-appointment.

  22 for0 against
• To provide Unsecured Loan to Super Treads Private Limited.

  ›Against Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Invesco Mutual FundDOMS acquired a 51% stake in Super Treads Private Limited (STPL) for a maximum consideration of Rs. 61.2 mn. Post completion of the transaction on 01 June 2025, STPL became a subsidiary. The proposed transaction is for providing a loan upto Rs. 100.0 mn, in one or more tranches, to STPL, at an interest rate between 8.6% p.a. to 12.0% p.a. The purpose being for SPTL’s principal business activities including growth capital for purchase of plant, machinery & other fixed assets, working capital requirements and repayment of existing loans. Although, we understand the rationale for support, it is unclear if the support will be in the ratio of shareholding In the absence of clarity, we do not support the resolution
  • Jio BlackRock Mutual FundDOMS acquired a 51% stake in Super Treads Private Limited (STPL) for a maximum consideration of Rs. 61.2 mn. Post completion of the transaction on 01 June 2025, STPL became a subsidiary. The proposed transaction is for providing a loan upto Rs. 100.0 mn, in one or more tranches, to STPL, at an interest rate between 8.6% p.a. to 12.0% p.a. The purpose being for SPTL’s principal business activities including growth capital for purchase of plant, machinery & other fixed assets, working capital requirements and repayment of existing loans. Although, we understand the rationale for support, it is unclear if the support will be in the ratio of shareholding In the absence of clarity, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Lack of Clarity

  18 for4 against
• To appoint CS Jignesh Shah as the Secretarial Auditor of the Company.

  22 for0 against
• To ratify the remuneration of M/s. B.F. Modi & Associates, Cost Accountants, Cost Auditors of the Company for the financial year 2025-26.

  22 for0 against

Mutual fund votes, meeting of 14 Aug 2025, 21 fund houses

• Approval for appointment of Mr. Om Santosh Raveshia (DIN: 09618267) as a Whole-time Director

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual FundGovernance & Transparency concern: Inadequate information on the roles and responsibilities that will be assigned to Mr. Om Santosh Raveshia and how the performance will be evaluated, whether the proposed appointment is a result of a broader succession planning, details regarding the training undertaken by Mr. Om Santosh Raveshia and the outcome of such training that led the Board & Nomination & Remuneration Committee to decide that Mr. Om Santosh Raveshia is fit for the Board. The said information is pertinent in the present case as the Director comes with limited experience. No absolute cap on variable pay and bonus. The Board has the discretion to revise the remuneration in further years.
  • Axis Mutual Fund, Canara Robeco Mutual FundOm Raveshia, 23, is the son of Santosh Raveshia, the promoter and Managing Director of the company. He has been associated with the company as an intern since 2020. The company now proposes to appoint him as Whole-time Director effective 19 May 2025. As per the proposed terms, he will receive a fixed remuneration of Rs. 3.6 mn p.a along with an incentive of up to 10% of his gross annual remuneration – taking remuneration to Rs 4.0 mn. He will also be entitled to perquisites and other benefits, including a bonus component, which have not been quantified/capped. The notice states that remuneration for subsequent years will be determined by the Board based on the recommendations of the Nomination and Remuneration Committee (NRC). Accordingly, we are unable to estimate his total remuneration for FY26 and the other four years he is being appointed for. We do not support his appointment because at 23 years of age and with less than ten years of relevant post-qualification work experience, his appointment does not align with our voting guidelines. We do not support the resolution. The NRC must also disclose how it has benchmarked Om Raveshia’s compensation within the internal cadre given his limited work experience. Additionally, there are already four executive directors from the promoter family and adding another promoter family member to the board is disproportionate to the size of the business.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Governance & Transparency concern: Inadequate information on the roles and responsibilities that will be assigned to Mr. Om Santosh Raveshia and how the performance will be evaluated, whether the proposed appointment is a result of a broader succession planning, details regarding the training undertaken by Mr. Om Santosh Raveshia and the outcome of such training that led the Board & NRC to decide that Mr. Om Santosh Raveshia is fit for the Board. The said information is pertinent in the present case as the Director comes with limited experience. No absolute cap on variable pay and bonus. The Board has the discretion to revise the remuneration in further years.
  • HDFC Mutual FundMr. Om Raveshia, 23, is the son of Santosh Raveshia, the promoter and Managing Director of the company. He does not have the requisite experience to be on the board. We do not support the resolution.
  • Invesco Mutual FundOm Raveshia, 23, is the son of Santosh Raveshia, the promoter and Managing Director of the company. He has been associated with the company as an intern since 2020. The company now proposes to appoint him as Whole-time Director effective 19 May 2025. As per the proposed terms, he will receive a fixed remuneration of Rs. 3.6 mn p.a along with an incentive of up to 10% of his gross annual remuneration – taking remuneration to Rs 4.0 mn. He will also be entitled to perquisites and other benefits, including a bonus component, which have not been quantified/capped. The notice states that remuneration for subsequent years will be determined by the Board based on the recommendations of the Nomination and Remuneration Committee (NRC). Accordingly, we are unable to estimate his total remuneration for FY26 and the other four years he is being appointed for. We do not support his appointment because at 23 years of age and with less than ten years of relevant post-qualification work experience, his appointment does not align with our voting guidelines. We do not support the resolution. The NRC must also disclose how it has benchmarked Om Raveshia’s compensation within the internal cadre given his limited work experience. Additionally, there are already four executive directors from the promoter family and adding another promoter family member to the board is disproportionate to the size of the business
  • Kotak Mahindra Mutual FundOm Raveshia, 23, is the son of Santosh Raveshia, the promoter and Managing Director of the company. He has been associated with the company as an intern since 2020. The company now proposes to appoint him as Whole-time Director effective 19 May 2025. As per the proposed terms, he will receive a fixed remuneration of Rs. 3.6 mn p.a along with an incentive of up to 10% of his gross annual remuneration taking remuneration to Rs 4.0 mn for FY26. He will also be entitled to perquisites and other benefits, including a bonus component, which have not been quantified/capped. The notice states that remuneration for subsequent years will be determined by the Board based on the recommendations of the Nomination and Remuneration Committee (NRC). Accordingly, we are unable to estimate his total remuneration for FY26 and the other four years he is being appointed for. The NRC must also disclose how it has benchmarked Om Raveshia s compensation within the internal cadre given his limited work experience. Additionally, there are already four executive directors from the promoter family and adding another promoter family member to the board is disproportionate to the size of the business. Hence, we do no support the resolution.
  • Mahindra Manulife Mutual FundOm Raveshia, 23, is the son of Santosh Raveshia, the promoter and Managing Director of the company. He has been associated with the company as an intern since 2020. The company now proposes to appoint him as Whole-time Director effective 19 May 2025. As per the proposed terms, he will receive a fixed remuneration of Rs. 3.6 mn p.a along with an incentive of up to 10% of his gross annual remuneration – taking remuneration to Rs 4.0 mn. He will also be entitled to perquisites and other benefits, including a bonus component, which have not been quantified/capped. The notice states that remuneration for subsequent years will be determined by the Board based on the recommendations of the Nomination and Remuneration Committee (NRC). Accordingly, we are unable to estimate his total remuneration for FY26 and the other four years he is being appointed for. The NRC must also disclose how it has benchmarked Om Raveshia’s compensation within the internal cadre given his limited work experience. While we are supportive of promoter-run firms' efforts to groom the next generation leadership by appointing them to executive level positions within the board or company divisions we raise concerns in this case with respect to absence of information on variable pay and bonus.
  • Mirae Asset Mutual FundAs per advisory recommendation for passive holding
  • Nippon India Mutual FundGovernance & Transparency concern: Inadequate information on the roles and responsibilities that will be assigned and how the performance will be evaluated, whether the proposed appointment is a result of a broader succession planning, details regarding the training undertaken and the outcome of such training that led the Board & NRC to decide that the candidate is fit for the Board.

  6 for15 against
• Approval for appointment of Mr. Piyush Mehta (DIN: 02380540) as a Non-Executive Independent Director

  21 for0 against
• Approval for appointment of Mr. Rohan Ghalla (DIN: 03210524) as a Non-Executive Independent Director

  21 for0 against
• Approval for appointment of Mr. Harsh Thakkar (DIN: 11098669) as a Non-Executive Independent Director

  21 for0 against
• Approval for appointment of Mr. Nitesh Shah (DIN: 11065275) as a Non-Executive Independent Director

  21 for0 against

Mutual fund votes, meeting of 25 Apr 2025, 24 fund houses

• Approval of Special Rights Granted to Promoter and Promoter Group of the Company under the Shareholders’ Agreement

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Trust Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual FundThe SHA allows promoters to appoint one nominee director on the board of directors as long as they hold at least 10% stake each in the company and the board nomination rights increasing with increased shareholding percentage. Additionally, the Nominee Director will always be a member of all board committees as decided by the promoters. We believe embedding such rights limits the board’s ability to create independent board committees. While the board nomination rights are linked to a shareholding threshold, committee nomination rights exist by the virtue of the board nomination rights. We do not support committee nomination rights as committee composition is the prerogative of the board. Further, as long as FILA and Indian shareholders hold at least 20 % stake, they are entitled to an affirmative vote over certain identified matters (Reserved Matters) at the board level (through the directors nominated by them respectively) and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. Also, the SHA states that while DOMs India has exclusive rights to sell FILA products in India and Nepal, Bhutan, Sri Lanka, Bangladesh, Myanmar and Maldives, for five years, FILA will have exclusive distribution rights for products sold in other countries, based on mutual agreements. This restricts the company’s future exports and profitability based on FILA’s decisions.
  • Angel One Mutual FundGovernance Concern: Special (Nomination) Rights undermine the role of the NRC.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: Special (Nomination) Rights undermine the role of the NRC.
  • HDFC Mutual FundAs long as FILA and Indian shareholders hold at least 20 % stake, they are entitled to an affirmative vote over certain identified matters (Reserved Matters) at the board level and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. We do not support the resolution.
  • ICICI Prudential Mutual FundThe proposed agreement allows promoters to appoint one nominee director on the board of directors as long as they hold at least 10% stake each in the company and the board nomination rights increasing with increased shareholding percentage. Additionally, the Nominee Director will always be a member of all board committees as decided by the promoters. We do not support committee nomination rights as committee composition is the prerogative of the board. These special rights might limit the board’s ability to create independent board committees. Further, as long as FILA and Indian shareholders hold at least 20% stake, they are entitled to an affirmative vote over certain identified matters (Reserved Matters) at the board level (through the directors nominated by them respectively) and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. In light of these governance concerns, we do not support this resolution. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundThe SHA allows promoters to appoint one nominee director on the board of directors as long as they hold at least 10% stake each in the company and the board nomination rights increasing with increased shareholding percentage. Additionally, the Nominee Director will always be a member of all board committees as decided by the promoters. We believe embedding such rights limits the board’s ability to create independent board committees. While the board nomination rights are linked to a shareholding threshold, committee nomination rights exist by the virtue of the board nomination rights. We do not support committee nomination rights as committee composition is the prerogative of the board. Further, as long as FILA and Indian shareholders hold at least 20 % stake, they are entitled to an affirmative vote over certain identified matters (Reserved Matters) at the board level (through the directors nominated by them respectively) and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. Also, the SHA states that while DOMs India has exclusive rights to sell FILA products in India and Nepal, Bhutan, Sri Lanka, Bangladesh, Myanmar and Maldives, for five years, FILA will have exclusive distribution rights for products sold in other countries, based on mutual agreements. This restricts the company’s future exports and profitability based on FILA’s decisions. We do not suppport the resolution
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval to grant Special Rights to the Promoter & Promoter Group under the Shareholders Agreement ( SHA ). The Company has vested certain Nomination Rights to the Promoter & Promoter Group as a part of the Special Rights under the SHA. These Nomination Rights extend to appointment of Members on the Board as well as into various Committees. The above rights will undermine the spirit of the law with respect to the role of NRC. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • SBI Mutual FundThe SHA allows promoters to appoint one nominee director on the board of directors as long as they hold at least 10% stake each in the company and the board nomination rights increasing with increased shareholding percentage. Additionally, the Nominee Director will always be a member of all board committees as decided by the promoters. We believe embedding such rights limits the board’s ability to create independent board committees. While the board nomination rights are linked to a shareholding threshold, committee nomination rights exist by the virtue of the board nomination rights. We do not support committee nomination rights as committee composition is the prerogative of the board. Further, as long as FILA and Indian shareholders hold at least 20 % stake, they are entitled to an affirmative vote over certain identified matters (Reserved Matters) at the board level (through the directors nominated by them respectively) and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. We do not support the resolution.

  6 for18 against
• Approval for increasing the maximum number of Directors of the Company from the existing limit of 15 (Fifteen) Directors to 20 (Twenty) Directors

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Trust Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual FundPursuant to the special rights granted to FILA and Indian shareholders (as outlined in resolution #1), particularly with respect to board nomination rights, the company expects the board size to exceed the current limit of fifteen directors and proposes to increase the total number of directors that can be appointed on its board from fifteen to twenty. Currently, the board consists of twelve directors: four Executive Directors, four Non-Executive Non-Independent Directors and four Independent Directors. Even at the current board size of twelve directors, the board is larger than the median board size of nine directors for NIFTY 500 companies as of 31 December 2024. We believe that achieving consensus on many critical issues may become difficult if the board size exceeds fifteen directors.
  • Angel One Mutual FundGovernance Concern: Proposed limit is excessive considering the size of the Company. No reason provided to justify the requirement for the Proposed increase.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: Proposed limit is excessive considering the size of the Company. No reason provided to justify the requirement for the Proposed increase.
  • ICICI Prudential Mutual FundPursuant to the special rights granted to FILA and Indian shareholders (as detailed in resolution #1), the company expects the board size to exceed the current limit of fifteen directors and proposes to increase the total number of directors that can be appointed from fifteen to twenty. Even at the current board size of twelve directors, the board is larger than the median board size of nine directors for NIFTY 500 companies as of 31 December 2024. The top 10 listed companies do not have such a large board despite having larger and more diversified businesses, so this expansion of the board seems unnecessary. We believe that achieving consensus on many critical issues may become difficult if the board size exceeds fifteen directors. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundPursuant to the special rights granted to FILA and Indian shareholders (The SHA allows promoters to appoint one nominee director on the board of directors as long as they hold at least 10% stake each in the company and the board nomination rights increasing with increased shareholding percentage. Additionally, the Nominee Director will always be a member of all board committees as decided by the promoters. We believe embedding such rights limits the board’s ability to create independent board committees. While the board nomination rights are linked to a shareholding threshold, committee nomination rights exist by the virtue of the board nomination rights. We do not support committee nomination rights as committee composition is the prerogative of the board. Further, as long as FILA and Indian shareholders hold at least 20 % stake, they are entitled to an affirmative vote over certain identified matters (Reserved Matters) at the board level (through the directors nominated by them respectively) and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. Also, the SHA states that while DOMs India has exclusive rights to sell FILA products in India and Nepal, Bhutan, Sri Lanka, Bangladesh, Myanmar and Maldives, for five years, FILA will have exclusive distribution rights for products sold in other countries, based on mutual agreements. This restricts the company’s future exports and profitability based on FILA’s decisions), particularly with respect to board nomination rights, the company expects the board size to exceed the current limit of fifteen directors and proposes to increase the total number of directors that can be appointed on its board from fifteen to twenty. Currently, the board consists of twelve directors: four Executive Directors, four Non-Executive Non-Independent Directors and four Independent Directors. Even at the current board size of twelve directors, the board is larger than the median board size of nine directors for NIFTY 500 companies as of 31 December 2024. We believe that achieving consensus on many critical issues may become difficult if the board size exceeds fifteen directors. We do not support the resolution.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval to increase the Board strength beyond its current limit of Fifteen (15) Directors to Twenty (20) Directors. It seems to be a provision being created to accommodate the Special Rights clause that is contained under the SHA. The Company has not stated any other reason apart from the above factor to justify the increase in their Board Strength. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure

  8 for16 against
• Approval for altering and adapting the revised set of Articles of Association of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Trust Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual FundThe company proposes to amend the Articles of Association (AoA) to implement the special rights and the terms of the shareholders’ agreement (as outlined in resolution #1), as incorporated in Part B of the draft revised AoA. The proposed amendment will be subject to the execution of the shareholders’ agreement. Further, the company proposes to amend Clause XX sub-clause (78) of the existing AoA to increase the maximum number of directors from fifteen to twenty directors, to give effect to the nomination rights and the right to appoint chairperson as outlined in the shareholders’ agreement (as outlined in resolution #2).Our view on Resolution #3 is linked with those of Resolutions #1 and #2. We do not support the resolution.
  • Angel One Mutual FundGovernance Concern: Nomination Rights undermine the role of NRC. Provisions to appoint Alternate Directors & Executive Chairperson.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: Nomination Rights undermine the role of NRC. Provisions to appoint Alternate Directors & Executive Chairperson.
  • HDFC Mutual FundThe company proposes to amend the Articles of Association (AoA) to implement the special rights and the terms of the shareholders’ agreement. Since the resolution allows the promoters an affirmative vote over certain identified matters (Reserved Matters) at the board level and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. We do not support the resolution.
  • ICICI Prudential Mutual FundThe company proposes to amend the Articles of Association (AoA) to implement the special rights and the terms of the shareholders’ agreement (as mentioned in resolution #1) and to increase the maximum number of directors from fifteen to twenty directors (as proposed in resolution #2). The proposed amendments will be subject to the execution of the shareholders’ agreement. Since we do not support resolutions #1 and #2, and this resolution is linked to the outcome of these previous resolutions, Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundThe company proposes to amend the Articles of Association (AoA) to implement the special rights and the terms of the shareholders’ agreement (The SHA allows promoters to appoint one nominee director on the board of directors as long as they hold at least 10% stake each in the company and the board nomination rights increasing with increased shareholding percentage. Additionally, the Nominee Director will always be a member of all board committees as decided by the promoters. We believe embedding such rights limits the board’s ability to create independent board committees. While the board nomination rights are linked to a shareholding threshold, committee nomination rights exist by the virtue of the board nomination rights. We do not support committee nomination rights as committee composition is the prerogative of the board. Further, as long as FILA and Indian shareholders hold at least 20 % stake, they are entitled to an affirmative vote over certain identified matters (Reserved Matters) at the board level (through the directors nominated by them respectively) and at the shareholder level. This right is restrictive in nature and curtails the powers of the board and is not equitable for all shareholders. Also, the SHA states that while DOMs India has exclusive rights to sell FILA products in India and Nepal, Bhutan, Sri Lanka, Bangladesh, Myanmar and Maldives, for five years, FILA will have exclusive distribution rights for products sold in other countries, based on mutual agreements. This restricts the company’s future exports and profitability based on FILA’s decisions), as incorporated in Part B of the draft revised AoA. The proposed amendment will be subject to the execution of the shareholders’ agreement. Further, the company proposes to amend Clause XX sub-clause (78) of the existing AoA to increase the maximum number of directors from fifteen to twenty directors, to give effect to the nomination rights and the right to appoint chairperson as outlined in the shareholders’ agreement (Pursuant to the special rights granted to FILA and Indian shareholders, particularly with respect to board nomination rights, the company expects the board size to exceed the current limit of fifteen directors and proposes to increase the total number of directors that can be appointed on its board from fifteen to twenty. Currently, the board consists of twelve directors: four Executive Directors, four Non-Executive Non-Independent Directors and four Independent Directors. Even at the current board size of twelve directors, the board is larger than the median board size of nine directors for NIFTY 500 companies as of 31 December 2024. We believe that achieving consensus on many critical issues may become difficult if the board size exceeds fifteen directors). We do not support the resolution.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for the adoption of its altered and revised Articles of Association ( AoA ) pursuant to the Shareholders Agreement ( SHA ) entered between the Company, F.I.L.A., and members of the Existing Promoter Group. Since, we are voting against the resolution No 1 & 2. Thus, we are also voting against resolution No 3.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • SBI Mutual FundThe company proposes to amend the Articles of Association (AoA) to implement the special rights and the terms of the shareholders’ agreement (as outlined in resolution #1), as incorporated in Part B of the draft revised AoA. The proposed amendment will be subject to the execution of the shareholders’ agreement. Further, the company proposes to amend Clause XX sub-clause (78) of the existing AoA to increase the maximum number of directors from fifteen to twenty directors, to give effect to the nomination rights and the right to appoint chairperson as outlined in the shareholders’ agreement (as outlined in resolution #2).Our view on Resolution #3 is linked with those of Resolutions #1 and #2.Though we support the eresolution regarding increasing the board size, we do not support the execution of Shareholders’ Agreement (SHA) between DOMS Industries Limited and promoter and promoter group for granting special rights. Hence, we do not support the resolution.

  6 for18 against

Mutual fund votes, meeting of 23 Sep 2024, 19 fund houses

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

• To receive, consider and adopt: (a) The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of the Auditors and Board of Directors thereon. (b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of the Auditors thereonMoreLess

  18 for0 against
• To declare final dividend on Equity Shares for the financial year 2023-24

  19 for0 against
• To appoint Mr. Santosh Raveshia (DIN: 00147624) who retires by rotation as Director and being eligible offers himself for re-appointment.

  19 for0 against
• To appoint Mrs. Chandni Somaiya (DIN: 02003554) who retires by rotation as Director and being eligible offers herself for re-appointment

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundMs. Chandni Somaiya, 51, is part of the promoter family (sister of MD- Santosh Raveshia) and the Whole-Time Director of the company. She is liable to retire by rotation. She is involved in the manufacturing operations of the scholastic stationery division and general administrative operations at the Umbergaon manufacturing facilities. She has been on the board since 15 February 2008. Ms. Chandni Somaiya attended seven out of twelve (58%) board meetings held in FY24 and 14 of 21 meetings (67%) over the last three years. We expect directors to attend all board meetings and have a threshold of 75% attendance over three years before reappointment. Due to poor attendance at board meetings, we do not support the resolution

  16 for3 against
• To appoint M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.: 012754N/N500016), Chartered Accountants, as the Statutory Auditors of the Company

  19 for0 against
• To alter the Main Object Clause of the Memorandum of Association of the Company

  19 for0 against
• To ratify the remuneration of M/s. B.F. Modi & Associates, Cost Accountants, Cost Auditors of the Company for the financial year 2024-25

  19 for0 against

Mutual fund votes, meeting of 17 May 2024, 18 fund houses

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

• Ratification of DOMS Industries Limited Employee Stock Option Plan 2023 (‘ESOP 2023’/ ‘the Plan’)

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual FundWe do not favour schemes where the exercise price is at a significant discount to market price.
  • Axis Mutual FundThe overall dilution of the scheme for 1,125,000 options is ~1.82% on the expanded capital base. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. In the current , the exercise price is fixed at Rs. 250 per option which implies a significant discount of ~86.3% to the current market price of Rs. 1821.55 (closing price on 29 April 2024). Given the exercise price is fixed, the discount can further increase if the market price goes beyond the current levels. The vesting of options is either time based, or performance based (performance metrics have not been disclosed) as decided by the NRC. ESOPs are 'pay at risk' options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We believe as a good practice companies should grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics. Therefore, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance concern: Potential maximum economic benefits to a single employee.
  • Edelweiss Mutual FundAdequate info not given
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The weighing of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed.
  • Invesco Mutual FundThe overall dilution of the scheme for 1,125,000 options is ~1.82% on the expanded capital base. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. In the current plan, the exercise price is fixed at Rs. 250 per option which implies a significant discount of ~86.3% to the current market price of Rs. 1821.55 (closing price on 29 April 2024). Given the exercise price is fixed, the discount can further increase if the market price goes beyond the current levels. The vesting of options is either time based, or performance based (performance metrics have not been disclosed) as decided by the NRC. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We believe as a good practice companies should grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics. Therefore, we are unable to support the resolution.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Motilal Oswal Mutual Fund"Possible disproportionate economic benefit to a single person."
  • Nippon India Mutual FundStock option granted at significant discount
  • Sundaram Mutual FundThe overall dilution of the scheme for 1,125,000 options is ~1.82% on the expanded capital base. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. In the current , the exercise price is fixed at Rs. 250 per option which implies a significant discount of ~86.3% to the current market price of Rs. 1821.55 (closing price on 29 April 2024). Given the exercise price is fixed, the discount can further increase if the market price goes beyond the current levels. The vesting of options is either time based, or performance based (performance metrics have not been disclosed) as decided by the NRC. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We believe as a good practice companies should grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics. Therefore, we are unable to support the resolution.

  5 for13 against
• Ratification of Grant of Options to the Employees of the Subsidiary Companies from Employee Stock Option Plan (ESOP 2023/the Plan) of the Company

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual FundWhile we support the extension of stock options to employees of unlisted subsidiaries, our view on this resolution is linked to our view on resolution #1.
  • Axis Mutual Fund, Sundaram Mutual FundThrough resolution #2 the company seeks shareholder approval for ratification of grant of options to the employees of subsidiary companies under ESOP 2023. While we support the extension of stock options to employees of unlisted subsidiaries, our view on this resolution is linked to our view on resolution #1.
  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance concern: Potential maximum economic benefits to a single employee.
  • Edelweiss Mutual FundAdequate info not given
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The Scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date. • The weighing of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed.
  • Invesco Mutual FundThrough resolution #2, the company seeks shareholder approval for ratification of grant of options to the employees of subsidiary companies under ESOP 2023. While we support the extension of stock options to employees of unlisted subsidiaries, our view on this resolution is linked to our view on resolution #1.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Motilal Oswal Mutual Fund"Possible disproportionate economic benefit to a single person."
  • Nippon India Mutual FundStock option granted at significant discount

  5 for13 against
• Approval for providing Loan to Subsidiary Companiesn(i) Pioneer Stationery Private Limitedn(ii) Micro Wood Private Limitedn(iii) Skido Industries Private Limited (SKIDO)

  ›Against Edelweiss Mutual Fund, HSBC Mutual Fund, Sundaram Mutual Fund

  • Edelweiss Mutual FundAdequate info not given
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The company may be taking a disproportionate amount of risk relative to its ownership stake without compelling justification. • The subsidiary's credit rating has not been disclosed and details regarding the tenure of the loan are not provided in the Notice circular.
  • Sundaram Mutual FundThe company seeks shareholder’s approval to give loan to subsidiary companies, i.e. PSPL, MWPL and SIPL (a subsidiary from 22 March 2024) in which company holds 51%, 75% and 51%, respectively. The remaining 49% shareholding in PSPL is held by the Gala family and some of the company’s promoters including their family members. PSPL and MWPL have reported some revenue and SIPL was incorporated during FY24. The rationale for extending financial support to these entities is unclear. The board must explain the strategic and economic benefits of extending support to these three subsidiaries. Further, it is not clear if the support provided will be in the ratio of shareholding. In the absence of clarity, we do not support the transaction.

  2 for3 against
• Ratification of Promoter’s rights in accordance with Regulation 31B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI LODR Regulations’)MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed amendment will undermine the role of NRC.
  • Motilal Oswal Mutual Fund"Undermining the role of NRC."

  14 for4 against