Finolex Industries MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 14 Dec 2024, 18 fund houses

• Appointment of Mr. Debabrata Sarkar (DIN: 02502618) as an Independent Director of the Company

  18 for0 against
• Appointment of Mr. Vijay Bhatt (DIN: 00751001) as an Independent Director of the Company

  18 for0 against
• Appointment of Mr. Aditya Sapru (DIN: 00501437) as an Independent Director of the Company

  18 for0 against
• Appointment of Mr. Rajesh Rathi (DIN: 00018628) as an Independent Director of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundRajesh Rathi, 55, has been Managing Director of Sudarshan Chemical Industries since 2018. He has experience in operations, finance, strategic planning, risk management, mergers and acquisitions and governance. He has completed his MBA from University of Pittsburgh, B.S. in Chemical Engineering from The Ohio State University and B.E. in Mechanical Engineering from University of Poona.As per public sources, Rajesh Rathi is cousin of Pradeep Rathi, who was an Independent Director on the board of Finolex Industries Ltd from 20 September 2019 till his resignation on 19 September 2024 as the resolution to reappoint him as Independent Director did not get the requisite majority. The company has not articulated the process it adopted and the basis of the appointment, including the pool of candidates considered before appointing Rajesh Rathi. Outside of family linkages, Finolex Industries’ Nomination and Remuneration Committee (NRC) must disclose the basis of his appointment over others. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment is compliant with the law. Governance Concern: The Proposed ID is related to the outgoing ID. The Company has not provided any explanation w.r.t the same in the notice.
  • ICICI Prudential Mutual FundMr. Rajesh Rathi has been Managing Director of Sudarshan Chemical Industries since 2018. As per public sources,Mr. Rajesh Rathi is cousin of Pradeep Rathi, who was an Independent Director on the board of Finolex Industries Ltd from September 20, 2019 till his resignation on September 19, 2024 as the resolution to reappoint him as Independent Director did not get the requisite majority. The Company has not articulated the process it adopted and the basis of the appointment, including the pool of candidates considered before appointing Rajesh Rathi. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  9 for9 against
• Appointment of Mr. Munesh Khanna (DIN: 00202521) as an Independent Director of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundMunesh Khanna, 62, is a Chartered Accountant. He is the founder and partner of Backbay Advisors LLP, a strategic advisory and investment banking firm. He is also a partner at Brunswick Group, a global communications firm. He has experience in tax and corporate affairs, corporate finance, strategy and business restructuring. He is the former Country Head and Managing Director of NM Rothchild & Sons in India. Munesh Khanna serves on the board of five listed companies, including Finolex Industries Limited. Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that, as a Partner with his own firm and Brunswick Group, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment Compliant with law. No concern on merit of the proposed appointee. Governance concern: Excessive time commitments.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExcessive time commitments.

  10 for8 against
• Appointment of Mr. Pradeep Udhas (DIN: 02207112) as an Independent Director of the Company

  18 for0 against
• Appointment of Mr. Saurabh Dhanorkar (DIN: 00011322) as Managing Director of the Company

  ›Against Mirae Asset Mutual Fund, Navi Mutual Fund

  • Mirae Asset Mutual FundNeed disclosures on performance metrics
  • Navi Mutual FundSaurabh Dhanorkar, 68, is a Chartered Accountant with 33 years of experience. He has been with Finolex industries since 1983 and retired as Managing Director in November 2016. He was appointed on the board as Non-Executive Director on 11 August 2017. Ajit Venkataraman resigned w.e.f. 20 November 2024. In view of this, the company has proposed to appoint Saurabh Dhanorkar as Managing Director from 21 November 2024 for two years. We estimate Saurabh Dhanorkar's FY25 remuneration at Rs. 44.0 mn. Based on company's clarification, his commission component is capped at Rs. 20.0 mn per annum. The company should have disclosed performance metrics that will be used to determine the commission payout. Notwithstanding his remuneration is reasonable compared to the size and complexity of operations and is in line with peers. Further the company has stated that it proposes to reconstitute the Nomination & Remuneration Committee in the upcoming Board meeting as Saurabh Dhanorkar was part of the committee in his role as a non-executive Director. We support the resolution.

  16 for2 against

Mutual fund votes, meeting of 18 Sep 2024, 16 fund houses

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

• To receive, consider and adoptna) the audited Standalone FinancialnStatements of the Company for thenfinancial year ended March 31, 2024 andnthe Reports of the Board of Directors andnthe Auditors thereon.nb) the audited Consolidated FinancialnStatements of the Company for thenfinancial year ended March 31, 2024 andnthe Report of the Auditors thereon.MoreLess

  14 for0 against
• To declare dividend on equity shares for thenfinancial year ended March 31, 2024.

  16 for0 against
• Re-appointment of Mrs. Ritu P. Chhabria (DIN: 00062144) as a Director liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board independence norms are not met (based on our reclassification) and Ritu Chhabria (Item 3) is considered to be non-independent director nominee. She has also failed to attend at least 75 percent board and committee meetings in most recent fiscal year, without satisfactory explanation.

  15 for1 against
• To ratify the remuneration of M/s. S.R. Bhargave & Co., the Cost Auditors for the financial year ending March 31, 2025

  16 for0 against
• Re-appointment of Ms. Bhumika L. Batra (DIN: 03502004) as an Independent Director of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMs. Bhumika Batra, 42, is a Partner at Crawford Bayley & Co. She has over 20 years of experience in corporate law including mergers, acquisitions, private equity investments, anti – corruption laws, competition laws, regulatory compliance and related aspects. She has been an Independent Director on the board of Finolex Industries Ltd since 20 September 2019. She has attended six out of seven (86%) board meetings held in FY24. She is Independent Director on the board of seven listed companies, including Finolex Industries Limited. Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Partner at Crawford Bayley & Co., her responsibilities are 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 do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundRe-appointment compliant with law. Governance concern: Pecuniary Relationship with a Firm wherein the appointee is a Partner; excessive time commitments; Proposed appointee is the NRC Chairman and the Remuneration policy of the Company appears to be skewed in the favor of Promoter ED.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • Bhumika Batra (Item 5) serves on a total of more than six public company boards, which could potentially compromise her ability to commit sufficient time to his/her role in the company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Sundaram Mutual Fund"Ms. Bhumika Batra, 42, is a Partner at Crawford Bayley & Co. She has over 20 years of experience in corporate law including mergers, acquisitions, private equity investments, anti – corruption laws, competition laws, regulatory compliance and related aspects. She has been an Independent Director on the board of Finolex Industries Ltd since 20 September 2019. She has attended six out of seven (86%) board meetings held in FY24. She is Independent Director on the board of seven listed companies, including Finolex Industries Limited. Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Partner at Crawford Bayley & Co., her responsibilities are 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 do not support the resolution."

  7 for9 against
• Re-appointment of Dr. Deepak R. Parikh (DIN: 06504537) as an Independent Director of the Company

  16 for0 against
• Re-appointment of Mr. Pradeep R. Rathi (DIN: 00018577) as an Independent Director of the Company

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundRe-appointment compliant with law. No issues with merit of appointee. Governance concern: Prolonged association with the Group.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • Pradeep Rathi (Item 7) is proposed to be appointed as an Independent Director and he has been reclassified as non-independent on account of his association with company (including tenure served at promoter company) exceeding 10 years.

  10 for6 against
• Re-appointment of Mr. Anami N. Roy (DIN: 01361110) as an Independent Director of the Company

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundRe-appointment compliant with law. No issues with merit of appointee. Governance concern: Excessive time commitments.

  11 for5 against

Mutual fund votes, meeting of 28 Aug 2023, 13 fund houses

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

• To receive, consider, approve and adopt the audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2023 and the Reports of the Board of Directors and the Auditors thereon.MoreLess

  13 for0 against
• To receive, consider, approve and adopt the audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 and the Report of the Auditors thereon.

  13 for0 against
• To declare a final dividend of ₹1.50 per equity share for the financial year ended 31st March, 2023.

  13 for0 against
• To appoint a Director in place of Mr. Saurabh S. Dhanorkar (DIN: 00011322) who retires by rotation, and being eligible, offers himself for re-appointment.

  13 for0 against
• To ratify the remuneration of ₹4.00 Lakh (Rupees Four Lakhs Only) to be paid to M/s. S. R. Bhargave & Co., Cost Accountants, Pune (Firm Registration No. 000218) the Cost Auditor appointed by the Board of Directors of the Company to conduct the audit of cost records of the Company for the financial year ending 31st March, 2024.MoreLess

  13 for0 against
• To approve the re-appointment of Mrs. Kanchan U. Chitale (DIN: 00007267) as Independent Director of the Company for the second consecutive term of 5 (Five) years commencing from 1st April, 2024 to 31st March, 2029 (both days inclusive) and for continuation of her term beyond 19th December, 2027 to 31st March, 2029, as an Independent Director of the Company, on account of attaining the age of 75 years on 19th December, 2027.MoreLess

  13 for0 against
• To consider and approve the appointment of Mr. Ajit Venkataraman (DIN: 07289950) as the Director of the Company.

  12 for0 against
• To consider and approve the appointment of Mr. Ajit Venkataraman (DIN: 07289950), as Managing Director of the Company, for a period of 5 years from 1st June, 2023 until 31st May, 2028 on the such terms and conditions including increase in remuneration and remuneration to be paid in case of inadequacy of profits, absence of profits or no profits in any financial year during his said tenure.MoreLess

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns:- Ajit Venkataraman's proposed remuneration structure is open-ended and the board retains significant discretion in determining his pay outcomes.- There is no clarity on the metrics and parameters that will guide his variable pay outcomes under the proposed framework.

  10 for1 against
• Approval to hold office or place of profit by Ms. Gayatri P. Chhabria, General Manager- Strategy

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concern:- At the upper limit of her proposed remuneration INR 8.00 million, Gayatri P. Chhabria's maximum pay quantum is not deemed commensurate with her experience level.

  12 for1 against

Mutual fund votes, meeting of 30 Aug 2022, 8 fund houses

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

• To receive, consider, approve and adopt na. the audited standalone financial statements of the Company for the financial year ended 31st March, 2022, together with the Reports of the Board of Directors and the Auditors thereon;nb. the audited consolidated financial statements of the Company for the financial year ended 31st March, 2022, together with the Report of the Auditors thereon.MoreLess

  7 for0 against
• To declare final dividend of ₹ 2 per equity share and special dividend of ₹ 2 per equity share for the financial year ended 31st March, 2022.

  8 for0 against
• To appoint a Director in place of Mrs. Ritu P. Chhabria (DIN: 00062144) who retires by rotation, and being eligible, offers herself for re-appointment.

  8 for0 against
• To approve the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, as the statutory auditors of the Company, for the period of consecutive 5 years and payment of remuneration.

  8 for0 against
• To ratify the remuneration of ₹. 4.00 Lakh (Rupees Four Lakhs Only) to be paid to M/s. S R. Bhargave & Co., Cost Accountants, Pune (Firm Registration No. 000218) the Cost Auditor appointed by the Board of Directors of the Company to conduct the audit of cost records of the Company for the financial year ending 31st March, 2023.MoreLess

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow audit fees

  7 for1 against
• To approve the re-appointment of Mr. Prakash P. Chhabria (DIN 00016017) Chairman of the Company as the Whole-time Director designated as Executive Director of the Company, for a period of 5 years from December 1, 2021 to November 30, 2026, and payment of remuneration.MoreLess

  ›Against Franklin Templeton Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • Prakash P. Chhabria's remuneration structure is open-ended and the board retains significant discretion in determining his pay outcomes. • The overall remuneration is deemed to be significantly higher than industry standards and market peers of commensurate scale and operations.
  • Nippon India Mutual FundSkewed Remuneration
  • NJ Mutual FundCompliant with the law. Governance Concern: Executive Chairman & Skewed remuneration practice, Guaranteed commission proposed without cap.

  5 for3 against
• To approve the re-appointment of Mr. Sanjay S. Math (DIN 01874086), as Managing Director of the Company, for a period of 6 months from December 1, 2021 to May 31, 2022, and payment of remuneration.

  8 for0 against
• To Approve the appointment of Mr. Anil V. Whabi (DIN 00142052) as the Director of the Company.

  8 for0 against
• To consider and approve the appointment and payment of remuneration to Mr. Anil V. Whabi (DIN 00142052) as:na) Whole-time Director designated as Director – Finance for the period from 1st December, 2021 to 31st May, 2022; and nb) Managing Director of the Company for a period from 1st June, 2022 to 31st May, 2023MoreLess

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • Anil V. Whabi's remuneration structure is open-ended and the board retains significant discretion in determining his pay outcomes.

  7 for1 against
• To approve the appointment of Mr. Saumya Chakrabarti (DIN 09594036) as the Director of the Company.

  6 for0 against
• To approve the appointment of Mr. Saumya Chakrabarti (DIN 09594036), as the Whole-time Director designated as Director - Technical of the Company, for a period of 5 years from 1st June, 2022 to 31st May, 2027 and payment of remuneration.MoreLess

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • Saumya Chakrabarti's remuneration structure is open-ended and the board retains significant discretion in determining his pay outcomes.

  6 for1 against
• To authorise the Board of Directors of the Company to issue, offer(s) or invitation(s) to subscribe to debt securities as defined under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 as amended from time to time, including Non- Convertible Debentures (“NCDs”) for a sum not exceeding ₹250 crore (Rupees two hundred fifty crore only) on a private placement basis or otherwise in one or more tranches during a period of one year from the date of passing of this resolution within the overall borrowing limits of the Company, as approved by the Members from time to time.MoreLess

  8 for0 against

Mutual fund votes, meeting of 22 Sep 2021, 8 fund houses

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

• To consider and adopt standalone and consolidated audited financial statements of the Company for the financial year ended 31st March, 2021 together with the reports of the Auditors and the Board of Directors thereon.MoreLess

  8 for0 against
• To declare a final dividend of ₹ 2 and a special dividend of ₹ 2 per equity share for the financial year ended 31st March, 2021.

  8 for0 against
• To appoint a Director in place of Mr. Saurabh S. Dhanorkar (DIN: 00011322), who retires by rotation, and being eligible, offers himself for re-appointment.

  8 for0 against
• To ratify a consolidated remuneration of ₹ 4.00 Lakh (Rupees four lakh only) to be paid to M/s. S. R. Bhargave & Co., Cost Accountants, Pune, (Firm Registration No. 000218) the Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of cost records of the Company for the financial year ending 31st March, 2022.MoreLess

  6 for0 against
• To approve payment of commission to the directors other than managing director or executive director of the Company not exceeding one per cent per annum of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Companies Act, 2013 with a cap of ₹ 4.00 Crores (Rupees four crores only) for each financial year commencing from 1st April, 2020.MoreLess

  ›Against DSP Mutual Fund, Nippon India Mutual Fund

  • DSP Mutual FundThe company has remained judicious with commission paid to NEDs which has ranged from 0. 2% to 0. 3% of PBT, and the proposed increase is reasonable. However, we do not support the resolution because board pay has increased significantly faster than employee pay, at the back of the company’s strong FY21 performance. The overall board pay in FY21 increased 112. 0%, with remuneration to non-executive directors (commission plus sitting fees) increasing 151%, remuneration of employees other than the managerial personnel increased marginally by 5. 3%. While board pay may have been aligned with median employee pay in the past, we believe the board must have a more evenly distributed rewards process when the company reports strong performance. Further, the resolution is being presented in perpetuity, which we do not support. We believe boards must seek periodic shareholder approval on remuneration.
  • Nippon India Mutual FundInsufficient Information

  6 for2 against
• To approve issuing offer(s) or invitation(s) to subscribe to debt securities as defined under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time, including Non-Convertible Debentures (“NCDs”) for a sum not exceeding ₹ 250.00 Crores (Rupees Two Hundred Fifty crores only) on a private placement basis in one or more tranches during a period of one year from the date of passing of this resolution within the overall borrowing limits of the Company, as approved by the members, from time to time.MoreLess

  8 for0 against

Mutual fund votes, meeting of 26 Mar 2021, 7 fund houses

• To consider and approve the sub-division of Equity Share of the Company from the face value of Rs. 10/- (Rupee Ten only) per Equity Share to Rs. 2/- (Rupee Two only) per Equity Share.

  5 for0 against

  2 abstained

• To consider and approve the alteration of the ‘Capital Clause’ of the Memorandum of Association of the Company.

  5 for0 against

  2 abstained

• To consider and approve the alteration of the Article No. 3 of the Article of Association of the Company.

  5 for0 against

  2 abstained