Emami MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Aug 2024, 24 fund houses

• To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2024 together with the Reports of the Board of Directors and Auditors thereonMoreLess

  24 for0 against
• To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2024.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundWe have relied upon the auditors' report, which has issued a qualified opinion on the consolidated financial statements. The auditor states that the consolidated financial statements include unaudited financial statements and unaudited other financial information of one subsidiary, who reported total assets of Rs. 786.4 mn, total revenues of Rs. 1,829.2 mn and net cash outflow of Rs. 5.9 mn as of 31 March 2024. These unaudited financial statements and other financial information included in the consolidated financial statements have not been subject to audit and have been furnished to the auditors by the management. Accordingly, auditors are unable to comment on the financial impact, in relation to such balance, had the same been subjected to audit. Further, the auditor notes that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that (i) audit trail feature is not enabled for direct changes to data for users with certain privileged access rights to the application and the underlying HANA database (ii) One associate has a feature of recording audit trail (edit log) facility and the same did not operate throughout the year. Further, the auditor did not come across any instance of audit trail feature being tampered with in respect of the accounting software. Since the auditor's opinion is qualified, we do not support the resolution.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on the consolidated financial statements. The auditor states that the consolidated financial statements include unaudited financial statements and unaudited other financial information of one subsidiary, who reported total assets of Rs. 786.4 mn, total revenues of Rs. 1,829.2 mn and net cash outflow of Rs. 5.9 mn as of 31 March 2024. These unaudited financial statements and other financial information included in the consolidated financial statements have not been subject to audit and have been furnished to the auditors by the management. Accordingly, auditors are unable to comment on the financial impact, in relation to such balance, had the same been subjected to audit. Further, the auditor notes that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that (i) audit trail feature is not enabled for direct changes to data for users with certain privileged access rights to the application and the underlying HANA database (ii) One associate has a feature of recording audit trail (edit log) facility and the same did not operate throughout the year. Further, the auditor did not come across any instance of audit trail feature being tampered with in respect of the accounting software. Since the auditor’s opinion is qualified, we do not support the resolution.
  • Edelweiss Mutual FundQualified opinion by auditors
  • HSBC Mutual FundA vote AGAINST this resolution is warranted given the auditors' qualified opinion that raises concerns over the accuracy and integrity of the company's financial statements.
  • Kotak Mahindra Mutual FundWe have relied upon the auditors report, which has issued a qualified opinion on the consolidated financial statements. These unaudited financial statements and other financial information included in the consolidated financial statements have not been subject to audit and have been furnished to the auditors by the management. Accordingly, auditors are unable to comment on the financial impact, in relation to such balance, had the same been subjected to audit.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundQualified opinion by the Auditors. Shareholders may seek clarification from the Company and vote accordingly.
  • Zerodha Mutual FundQualified opinion given by the Auditor.

  13 for11 against
• To confirm the payment of two Interim Dividends aggregating to Rs. 8/- per equity share declared for the financial year 2023-24

  24 for0 against
• To re-appoint Shri Radhe Shyam Goenka (DIN: 00152880) who retires by rotation and being eligible, offers himself for re-appointment as a Director.

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundR. S. Goenka, 77, is one of the company's two co-founders and the first-generation promoter. He is currently designated as the non-executive Chairperson of the company. R S Goenka has attended all four board meetings held in FY24. Although we generally support the reappointment of first-generation promoters, we note that R S Goenka is a member of the Audit Committee. The statutory auditors have qualified the consolidated financial statements as they include unaudited financial statements and unaudited other financial information of one subsidiary who's statements have not been subject to audit and have been furnished to the auditors by the management. We believe this is the responsibility of the Audit Committee. Therefore, we do not support his reappointment.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundNon-Compliant with Regulation 17(1A) of LODR: Approval not sought via special resolution for NED above 75 years. Governance concern: Chairman related to Executive Directors.
  • Bank of India Mutual Fund, Sundaram Mutual FundR. S. Goenka, 77, is one of the company’s two co-founders and the first-generation promoter. He is currently designated as the non-executive Chairperson of the company. R S Goenka has attended all four board meetings held in FY24. Although we generally support the reappointment of first-generation promoters, we note that R S Goenka is a member of the Audit Committee. The statutory auditors have qualified the consolidated financial statements as they include unaudited financial statements and unaudited other financial information of one subsidiary who’s statements have not been subject to audit and have been furnished to the auditors by the management. We believe this is the responsibility of the Audit Committee. Therefore, we do not support his reappointment.
  • Edelweiss Mutual FundToo many directorships
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • Radhe Shyam Goenka is a member of audit committee, while significant issues on the company's financial statements were raised by the company's statutory auditor.
  • Kotak Mahindra Mutual FundNo concern has been identified with the merit and time commitment of the director. However, R S Goenka is a member of the Audit Committee. The statutory auditors have qualified the consolidated financial statements. We believe this is the responsibility of the Audit Committee. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Zerodha Mutual FundNon-Compliant with Regulation 17(1A) of LODR: Approval not sought via special resolution for Non Executive Director above 75 years. Governance concern: Chairman related to Executive Directors.

  12 for12 against
• To re-appoint Smt. Priti A. Sureka (DIN: 00319256) who retires by rotation and being eligible, offers herself for re-appointment as a Director.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMs. Priti A. Sureka, 52, is a part of the promoter group and is the Whole time Director of the company. She heads the marketing division and research and development. She has been on the board since January 2010. Priti A Sureka has attended 75% (3 out of 4) board meetings held in FY24 and 87% (13 out of 15) board meetings in the last three financial years. We expect directors to take their responsibilities seriously and attend all board meetings. While her reappointment is in line with the statutory requirement, we note the aggregate promoter representation on the board is high at eight board members. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. We recognize the unique nature of Emami's ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Since we do not support her board membership, we are unable to support her reappointment.
  • Bank of India Mutual Fund, Sundaram Mutual FundMs. Priti A. Sureka, 52, is a part of the promoter group and is the Whole time Director of the company. She heads the marketing division and research and development. She has been on the board since January 2010. Priti A Sureka has attended 75% (3 out of 4) board meetings held in FY24 and 87% (13 out of 15) board meetings in the last three financial years. We expect directors to take their responsibilities seriously and attend all board meetings. While her reappointment is in line with the statutory requirement, we note the aggregate promoter representation on the board is high at eight board members. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Since we do not support her board membership, we are unable to support her reappointment.
  • Edelweiss Mutual FundToo many directorships
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  19 for5 against
• To re-appoint Shri Prashant Goenka (DIN: 00703389) who retires by rotation and being eligible, offers himself for re-appointment as a Director.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundPrashant Goenka, 50, is part of the promoter group and Whole time Director of the company. He is responsible for the company's international business. He has been on board since January 2014. Prashant Goenka has attended all four board meetings held in FY24. While his reappointment is in line with the statutory requirements, we note the aggregate promoter representation on the board is high at eight board members. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. We recognize the unique nature of Emami's ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Since we do not support his board membership, we are unable to support his reappointment.
  • Bank of India Mutual Fund, Sundaram Mutual FundPrashant Goenka, 50, is part of the promoter group and Whole time Director of the company. He is responsible for the company’s international business. He has been on board since January 2014. Prashant Goenka has attended all four board meetings held in FY24. While his reappointment is in line with the statutory requirements, we note the aggregate promoter representation on the board is high at eight board members. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Since we do not support his board membership, we are unable to support his reappointment.
  • Edelweiss Mutual FundToo many directorships
  • Mahindra Manulife Mutual FundShri Prashant Goenka is a part of the promoter family. His reappointment is in line with statutory requirements. Even so, we do not support his reappointment because we believe eight promoter directors on the board is disproportionate for this size of business. While we are fine with promoter family representatives having a board seat, we believe eight promoter directors on the board is disproportionate for this size of business. The company should rationalize the number of family members on the board and consider bringing in a professional in executive capacity.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  18 for6 against
• To ratify the remuneration payable to M/s. V. K. Jain and Co, Cost Accountants (Firm Registration No: 00049) for the Financial year 2024-2025

  24 for0 against
• To Reappoint Smt. Priti A. Sureka (DIN: 00319256) as Whole time Director of the company

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMs. Priti A Sureka was paid Rs. 34.9 mn in FY24 which includes commission of Rs. 17.5 mn. We estimate her FY25 remuneration at Rs. 39.4 mn. We estimate her FY26 remuneration at Rs. 47.0 mn based on the proposed terms from 30 January 2025. While her remuneration is in line with the size of the company and comparable to that paid to peers in the industry, the aggregate promoter representation on the board is high at eight board members and the company should ration the number of family members on the board. We recognize the unique nature of Emami's ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Hence, we are unable to support Priti Sureka's reappointment. Further, as a good practice the company should cap her remuneration in absolute terms.
  • Bank of India Mutual Fund, Sundaram Mutual FundMs. Priti A Sureka was paid Rs. 34.9 mn in FY24 which includes commission of Rs. 17.5 mn. We estimate her FY25 remuneration at Rs. 39.4 mn. We estimate her FY26 remuneration at Rs. 47.0 mn based on the proposed terms from 30 January 2025. While her remuneration is in line with the size of the company and comparable to that paid to peers in the industry, the aggregate promoter representation on the board is high at eight board members and the company should ration the number of family members on the board. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Hence, we are unable to support Priti Sureka’s reappointment. Further, as a good practice the company should cap her remuneration in absolute terms.
  • Edelweiss Mutual Fund2 resolutions clubbed in one
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  19 for5 against

Mutual fund votes, meeting of 25 Jul 2024, 23 fund houses

• To approve Re-appointment of Shri Anjanmoy Chatterjee (DIN: 00200443) as an Independent Director of the Company.

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual FundRe-appointment compliant with law. Governance concern: Holding 2 full-time positions.
  • Zerodha Mutual FundHolding 2 full-time positions.

  19 for4 against
• To approve Re-appointment of Smt. Avani Vishal Davda (DIN: 07504739) as an Independent Director of the Company.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMs. Avani Vishal Davda, 45, is a Strategic Advisor at Bain Advisory Network. While resigning from another board in April 2024, Avani Davda stated her unavailability because she has taken up a full-time business leadership role. Previously, Avani Davda served as the Managing Director & CEO of Godrej Nature's Basket Limited, CEO of Tata Starbucks Limited and Vice President of Tata Global Beverages Limited. She attended all four (100%) board meetings held in FY24. Avani Davda serves on the boards of four listed companies (including Emami Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe in her full-time leadership role, her responsibilities are likely to be equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. We are unable to support the resolution.
  • Bank of India Mutual Fund, Sundaram Mutual FundMs. Avani Vishal Davda, 45, is a Strategic Advisor at Bain Advisory Network. While resigning from another board in April 2024, Avani Davda stated her unavailability because she has taken up a full-time business leadership role. Previously, Avani Davda served as the Managing Director & CEO of Godrej Nature’s Basket Limited, CEO of Tata Starbucks Limited and Vice President of Tata Global Beverages Limited. She attended all four (100%) board meetings held in FY24. Avani Davda serves on the boards of four listed companies (including Emami Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe in her full-time leadership role, her responsibilities are likely to be equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. We are unable to support the resolution.
  • Edelweiss Mutual FundRotation desirable
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  18 for5 against
• To approve Re-appointment of Shri Rajiv Khaitan (DIN: 00071487) as an Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual FundRajiv Khaitan, 64, is a Senior Partner at Khaitan & Co. LLP in the Corporate and Commercial practice group including the defence, hospitality, technology and real estate practices. He has over thirty years of experience in general legal practice and a focus on business laws. He attended all four (100%) board meetings held in FY24. Khaitan & Co. are legal advisors to the company, and we understand that Khaitan & Co. received legal fees from Emami Limited in FY24. While his appointment is in line with statutory requirements, given the potential conflict of interest and the business association between the company and his firm, we do not support the resolution.
  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundRajiv Khaitan, 64, is a Senior Partner at Khaitan & Co. LLP in the Corporate and Commercial practice group including the defence, hospitality, technology and real estate practices. He has over thirty years of experience in general legal practice and a focus on business laws. He attended all four (100%) board meetings held in FY24. Khaitan & Co. are legal advisors to the company and we understand that Khaitan & Co. received legal fees from Emami Limited in FY24. While his appointment is in line with statutory requirements, given the potential conflict of interest and the business association between the company and his firm, we do not support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual FundRe-appointment compliant with law. Governance concern: Ex-officio position as a Khaitan & Co. partner. Pecuniary relationship.
  • Edelweiss Mutual FundRotation desirable
  • Franklin Templeton Mutual FundA vote AGAINST re-election of Rajiv Khaitan as independent director is warranted because he is being considered as a non-independent director under our guidelines owing to a transactional relationship.
  • HSBC Mutual FundA vote AGAINST re-election of Rajiv Khaitan as independent director is warranted because he is being considered as a non-independent director under our guidelines owing to a transactional relationship
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundPecuniary relationship.
  • Zerodha Mutual FundEx-officio position as a Khaitan & Co. partner. Pecuniary relationship.

  10 for13 against

Mutual fund votes, meeting of 13 Jan 2024, 23 fund houses

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

• To approve revision of remuneration by including payment of Commission to Shri Sushil Kumar Goenka, Whole time Director.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund• Sushil Kumar, 67, is a part of the promoter group. He was paid Rs.18.1 mn in FY23 which was completely fixed in nature. Through this resolution, the company proposes to additionally grant commission upto 0.3% of PBT each year. • We raise concern against remuneration proposals to Promoter Directors wherein commission is proposed without any absolute cap. We do not consider such approvals to be indicative of good governance practice as relative limits do not indicate as to what the potential pay-out could be. • Also, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay.
  • Baroda BNP Paribas Mutual Funddifference in the resolution statement and explanatory statement
  • HSBC Mutual FundThe performance criteria and vesting periods for the LTIP are not disclosed._x000D_ The short-term remuneration is uncapped
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundSushil Kumar, 67, is a part of the promoter group. He was redesignated as Whole time Director with responsibility of operations and procurement for four years from 1 April 2022 as a part of the succession planning process.Sushil Kumar Goenka was paid Rs. 18.1 mn in FY23 which was completely fixed in nature. Through this resolution, the company proposes to additionally grant commission upto 0.3% of PBT each year. His proposed remuneration for FY24 is Rs. 39.4 mn which is in line with the size of the company, his responsibilities and comparable to that paid to peers in the industry. Notwithstanding, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Thus, we are unable to support this resolution.
  • Zerodha Mutual FundNo absolute cap on variable pay.

  13 for9 against
• To approve revision of remuneration by including payment of Commission to Smt Priti A Sureka, Whole time Director

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund• Ms. Priti A Sureka, 51, is a part of the promoter group. She was paid Rs. 15.9 mn in FY23 which was completely fixed in nature. Through this resolution, the company seeks approval to include a variable portion: commission upto 0.3% of PBT each year. • We raise concern against remuneration proposals to Promoter Directors wherein commission is proposed without any absolute cap. We do not consider such approvals to be indicative of good governance practice as relative limits do not indicate as to what the potential pay-out could be. • Also, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay.
  • Baroda BNP Paribas Mutual Funddifference in the resolution statement and explanatory statement
  • HSBC Mutual FundThe performance criteria and vesting periods for the LTIP are not disclosed._x000D_ The short-term remuneration is uncapped
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundMs. Priti A Sureka, 51, is a part of the promoter group. She is serving on the board since 30 January 2010. She was last reappointed as whole time Director for five years from 30 January 2020. She heads haircare, skincare and research and development.Ms. Priti A Sureka was paid Rs. 15.9 mn in FY23 which was completely fixed in nature. Through this resolution, the company seeks approval to include a variable portion: commission upto 0.3% of PBT each year. Her proposed remuneration for FY24 is Rs. 36.4 mn which is in line with the size of the company and comparable to that paid to peers in the industry. Notwithstanding, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Thus, we are unable to support her remuneration.
  • Taurus Mutual FundMs. Priti A Sureka, 51, is a part of the promoter group. She is serving on the board since 30 January 2010. She was last reappointed as whole time Director for five years from 30 January 2020. She heads haircare, skincare and research and development. Ms. Priti A Sureka was paid Rs. 15.9 mn in FY23 which was completely fixed in nature. Through this resolution, the company seeks approval to include a variable portion: commission upto 0.3% of PBT each year. Her proposed remuneration for FY24 is Rs. 36.4 mn which is in line with the size of the company and comparable to that paid to peers in the industry.Notwithstanding, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Thus, we are unable to support her remuneration.
  • Zerodha Mutual FundNo absolute cap on variable pay.

  13 for10 against
• To approve revision of remuneration by including payment of Commission to Shri Prashant Goenka, Whole time Director

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund• Prashant Goenka, 50, is a part of the promoter group. He was paid Rs. 15.9 mn in FY23 which was completely fixed in nature. Through this resolution, the company proposes to revise his remuneration to include a variable component: upto 0.3% of PBT each year. • We raise concern against remuneration proposals to Promoter Directors wherein commission is proposed without any absolute cap. We do not consider such approvals to be indicative of good governance practice as relative limits do not indicate as to what the potential pay-out could be. • Also, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay.
  • Baroda BNP Paribas Mutual Funddifference in the resolution statement and explanatory statement
  • HSBC Mutual FundThe performance criteria and vesting periods for the LTIP are not disclosed._x000D_ The short-term remuneration is uncapped
  • Mahindra Manulife Mutual FundShri Prashant Goenka is a part of the promoter family. We do not support his reappointment as having eight promoter directors on the board is disproportionate for the requirement of the company considering size n scale. Over re-presentattion of family members on the board may not be good in long term interest of company.
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundPrashant Goenka, 50, is a part of the promoter group. He has been on the board since 2014. He is responsible for the company’s international business. He was last reappointed as Whole time Director for five years from 20 January 2019. Prashant Goenka was paid Rs. 15.9 mn in FY23 which was completely fixed in nature. Through this resolution, the company proposes to revise his remuneration to include a variable component: upto 0.3% of PBT each year. His estimated remuneration for FY24 is Rs. 36.4 mn which is in line with the size of the company and comparable to that paid to peers in the industry.Notwithstanding, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board. We recognize the unique nature of Emami’s ownership structure, with two families running the company. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Since we do not support his board membership, we are unable to support this resolution pertaining to revision in his remuneration.
  • Zerodha Mutual FundNo absolute cap on variable pay.

  12 for10 against
• To Reappoint Shri Prashant Goenka (DIN: 00703389) as `Whole time Director` of the company

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund• Prashant Goenka was paid Rs. 15.9 mn in FY23 which was completely fixed in nature. Through this resolution, the company proposes to reappoint him as whole-time director. • We raise concern against remuneration proposals to Promoter Directors wherein commission is proposed without any absolute cap. We do not consider such approvals to be indicative of good governance practice as relative limits do not indicate as to what the potential pay-out could be. • Also, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. Hence, the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board
  • Mahindra Manulife Mutual FundShri Prashant Goenka is a part of the promoter family. We do not support his reappointment as having eight promoter directors on the board is disproportionate for the requirement of the company considering size n scale. Over re-presentattion of family members on the board may not be good in long term interest of company.
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundPrashant Goenka was paid Rs. 15.9 mn in FY23 which was completely fixed in nature. Through this resolution, the company proposes to reappoint him as whole time director. His estimated remuneration for FY24 is Rs. 36.4 mn and estimated FY25 remuneration is estimated at Rs. 39.9 mn which is in line with the size of the company and comparable to that paid to peers in the industry. Notwithstanding, the aggregate promoter representation on the board is high at eight board members (50%) of the total board size. This has led to a commensurate expansion of the board to accommodate the regulatory mandate on board composition. The board size is 16 - this is higher than the S&P BSE 500 median, which has been in the range of 9 to 10 board members over the past five years. The company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board We recognize the unique nature of Emami’s ownership structure, with two families running the company. We recognize the unique nature of Emami’s ownership structure, with two families running the company. Therefore, we will support the appointment of two directors from each family on the board. Given this, we are unable to support the resolution.
  • Zerodha Mutual FundNo absolute cap on variable pay.

  13 for9 against

Mutual fund votes, meeting of 23 Aug 2023, 19 fund houses

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

• To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 2023 together with the Reports of the Board of Directors and Auditors thereon and the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2023.MoreLess

  19 for0 against
• To confirm the payment of two Interim Dividends aggregating to Rs. 8/- per equity share declared for the financial year 2022-23.

  19 for0 against
• To appoint a Director in place of Shri Sushil Kumar Goenka (DIN: 00149916) who retires by rotation and being eligible, offers himself for re-appointment

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

  • Edelweiss Mutual FundRotation Desirable
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because the board independence norms are not met (after reclassification) and Sushil Goenka and Aditya Agarwal are non-independent director nominees
  • Sundaram Mutual FundSushil Kumar Goenka, 67, represents the promoter family on the board. He has been on the board since 1995. He is former Managing Director and was redesignated as Whole time Director responsible for operations and procurement from 1 April 2022 as a part of the succession planning process and leadership transition. He has attended 100% (5 out of 5) board meetings held in FY23. His reappointment is in line with statutory requirements. Even so, we do not support his reappointment because we believe eight promoter directors on the board is disproportionate for this size of business. The company should rationalize the number of family members on the board.

  16 for3 against
• To appoint a Director in place of Shri Harsha Vardhan Agarwal (DIN: 00150089) who retires by rotation and being eligible, offers himself for re-appointment.

  19 for0 against
• To appoint a Director in place of Shri Aditya Vardhan Agarwal (DIN: 00149717) who retires by rotation and being eligible, offers himself for re-appointment.

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

  • Edelweiss Mutual FundRotation Desirable
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because the board independence norms are not met (after reclassification) and Sushil Goenka and Aditya Agarwal are non-independent director nominees
  • Mahindra Manulife Mutual FundAditya Vardhan Agarwal, 48, is a part of the promoter family and is Executive Chairperson, Emami Paper Mills Limited. He has been on the board since January 2005. He has attended all (5 out of 5) board meetings in FY23. His reappointment is in line with statutory requirements. Even so, we do not support his reappointment because we believe eight promoter directors on the board is disproportionate for this size of business. While we are fine with promoter family representatives having a board seat, we believe eight promoter directors on the board is disproportionate for this size of business. The company should rationalize the number of family members on the board and consider bringing in a professional in executive capacity.
  • Sundaram Mutual FundAditya Vardhan Agarwal, 48, is a part of the promoter family and is Executive Chairperson, Emami Paper Mills Limited. He has been on the board since January 2005. He has attended all (5 out of 5) board meetings in FY23. His reappointment is in line with statutory requirements. Even so, we do not support his reappointment because we believe eight promoter directors on the board is disproportionate for this size of business. The company should rationalize the number of family members on the board.

  15 for4 against
• To Re-appoint Dr. (h.c) Advocate Mamta Binani (DIN: 00462925) as an Independent Director of the Company for 2nd Term of Five Years.

  ›Against Edelweiss Mutual Fund, Sundaram Mutual Fund

  • Edelweiss Mutual FundRotation Desirable
  • Sundaram Mutual FundMs. Mamta Binani, 50, is a practicing advocate and a consultant on restructuring, corporate and legal matters. Public sources indicate she has a fulltime employment as an Insolvency Resolution Professional. She is also VP, Kolkata NCLT Bar Association. She was first appointed on the board on 29 October 2021 as an Independent director. She has attended all five (100%) board meetings in FY23. She is an Independent Director on the board of five other listed companies. 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 an Advocate and a practicing Insolvency Resolution Professional, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies are not in keeping with the spirit of the regulation.

  17 for2 against
• To Re-appoint Shri Debabrata Sarkar (DIN: 02502618) as an Independent Director of the Company for 2nd Term of Five Years.

  19 for0 against
• To ratify the remuneration payable to the Cost Auditors for the FY 2023-24.

  18 for0 against

Mutual fund votes, meeting of 9 Sep 2022, 14 fund houses

• To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 2022 together with the Reports of the Board of Directors and Auditors thereon and the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2022.MoreLess

  14 for0 against
• To confirm the payment of two Interim Dividends aggregating to Rs 8/- per equity share declared for the financial year 2021-22.

  14 for0 against
• To appoint a Director in place of Smt. Priti A Sureka (DIN 00319256) who retires by rotation and being eligible, offers herself for re-appointment.

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund

  • Axis Mutual FundWe do not support her reappointment because the aggregate promoter representation on the board is high at eight board members. The company should rationalize the number of family members on the board.
  • Edelweiss Mutual FundNo relevant experience and did not add any value
  • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent

  11 for3 against
• To appoint a Director in place of Shri Prashant Goenka (DIN 00703389) who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund

  • Axis Mutual FundWe do not support his reappointment because the aggregate promoter representation on the board is high at eight board members. The company should rationalize the number of family members on the board.
  • Edelweiss Mutual FundNo value add
  • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent

  11 for3 against
• To appoint a Director in place of Shri Mohan Goenka (DIN 00150034) 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 as this is against appointing non-independent candidates if board is less than 50% independent

  13 for1 against
• To consider re-appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company for the second term of five years from the conclusion of this 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting of the Company to be held in the year 2027 and fix their remunerationMoreLess

  ›Against Bandhan Mutual Fund

  • Bandhan Mutual FundAssociation of the auditors with Independent Director of the Company, may vitiate the independence of the audit firm

  13 for1 against
• To appoint Shri Anand Nandkishore Rathi (DIN 00112853) as an Independent Director of the Company for the period of five years from 2nd August,2022 to 1st August, 2027.

  14 for0 against
• To appoint Shri Anjani Kumar Agrawal (DIN: 08579812) as an Independent Director of the Company for a period of 5 years from 2nd August, 2022 to 1st August, 2027.

  14 for0 against
• Item No. 9 as a Special Resolution: To appoint Shri Anjan Snehmoy Chatterjee (DIN: 00200443) as an Independent Director of the Company for a period of 2 Years from 2nd August, 2022 to 1st August, 2024.MoreLess

  14 for0 against
• To appoint Smt. Avani Vishal Davda (DIN: 07504739) as an Independent Director of the Company for a period of 2 Years from 2nd August, 2022 to 1st August, 2024.

  14 for0 against
• To appoint Shri Rajiv Khaitan (DIN: 00071487) as an Independent Director of the Company for a period of 2 Years from 2nd August, 2022 to 1st August, 2024.

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundKhaitan & Co have been legal advisors to the company and that there is a long-standing relationship between the firm and the company: Pradip Kumar Khaitan was an Independent Director for nine years on the company's board. Given this relationship, we do not support his appointment as Independent Director.
  • Edelweiss Mutual FundNo relevant experience.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The board independence norms are not met and Rajiv Khaitan is being considered as a non-independent director under our guidelines owing to a transactional relationship.
  • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent
  • Nippon India Mutual FundAssociation may adversely impact independence

  9 for5 against
• To ratify the remuneration to be paid to M/s. V. K. Jain & Co., Cost Accountants (Firm Registration No. 00049), Cost Auditors of the Company for the financial year 2022-23

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow audit fees

  13 for1 against
• To approve payment of commission not exceeding 1% per annum of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act for a period of five years, commencing from April 1st, 2023 to non-executive directors of the company.MoreLess

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is desired as this is a case of Non-Executive Directors participating in incentive schemes, which should be dissuaded.

  13 for1 against

Mutual fund votes, meeting of 25 Jun 2022, 14 fund houses

• Re-appointment of Shri C. K. Dhanuka (DIN: 00005684) as an Independent Director of the Company for a second term of 5 years with effect from August 2, 2022.

  ›Against Kotak Mahindra Mutual Fund

  • Kotak Mahindra Mutual FundC. K. Dhanuka, 68 is currently Managing Director at Dhunseri Ventures Limited & Dhunseri Tea & Industries Limited. He has over four decades of experience in Management. His total Directorship is more than 13 including 2 directorships as Independent Director. We believe his responsibilities are equivalent to those of a whole-time directorship. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.

  13 for1 against
• Revision in remuneration of Shri Prashant Goenka (DIN: 00703389), Whole Time Director of the Company.

  14 for0 against