Gujarat Fluorochemicals MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 12 Dec 2025, 21 fund houses

• Appointment of Mr. Niraj Kishore Agnihotri (DIN: 09204198) as Director and Whole-time Director of the Company and payment of remuneration.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because the board is chaired by a promoter director, and the board is not at least one-half independent (as per our re-classification) and Niraj Kishore Agnihotri and Shesh Narayan Pandey are non-independent director nominees.

  20 for1 against
• Appointment of Mr. Shesh Narayan Pandey (DIN: 02000823) as Director and Whole-time Director of the Company and payment of remuneration.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because the board is chaired by a promoter director, and the board is not at least one-half independent (as per our re-classification) and Niraj Kishore Agnihotri and Shesh Narayan Pandey are non-independent director nominees.

  20 for1 against
• Alteration of the Articles of Association of the Company

  21 for0 against

Mutual fund votes, meeting of 29 Sep 2025, 20 fund houses

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

• Adoption of Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2025

  19 for0 against
• Declaration of Final Dividend on Equity Shares of the Company for the Finanical year ended on 31st March 2025

  19 for0 against
• Re- apppintment of Mr. Devendra Kumar Jain (DIN: 00029782) as A Director of the Company

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundThe director’s reappointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution. Governance concerns: Chairman is related to Managing Director of the Company. Skewed remuneration without any justification. Non-compliant board with regards to directors liable to retire by rotation and appointee is the Board Chairman.
  • Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on the merits of the Director. Non-Compliance under SEBI (LODR) Regulations: The director’s reappointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution. Governance concerns: Chairman is related to Managing Director of the Company. Skewed remuneration without any justification. Non-compliant board w.r.t. section 152 of the Act, directors liable to retire by rotation and appointee is the Board Chairman.
  • HSBC Mutual FundThe nominee is not considered independent and the overall board independence falls below our expectation.

  12 for8 against
• Appointment of Mr. Sunial Kumar Singh Chauhan ( DIN: 11229650) as Director and Whole-time Director of the Company

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concerns: Proposed non-retiring director will add further non compliance with regards to requisite number of retiring directors on the board.
  • Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concerns: Board non-compliant w.r.t section 152. Proposed non-retiring director will add further noncompliance w.r.t. requisite number of retiring directors on the board.
  • HSBC Mutual FundThe nominee is not considered independent and the overall board independence falls below our expectation.

  12 for8 against
• Appointment of M/s TNT & Associates, Practicing Company Secreatries as Secretarial Auditor of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundProposed audit fee not disclosed. Transparency Concern: The Company neither disclosed the Audit Fee paid to outgoing Secretarial Auditor nor has addressed whether there exists any material change in the proposed audit fee.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee not disclosed. Transparency Concern: The Company neither disclosed the Audit Fee paid to outgoing Secretarial Auditor nor has addressed whether there exists any material change in the proposed audit fee.
  • Kotak Mahindra Mutual FundAs per regulatory requirement, auditor s fees need to be disclosed. Company has not provided this data, which make this resolution non-compliant. Hence, we do not favour the resolution.

  13 for7 against
• Ratification of Approval of payemnt of remuneration to the Cost Auditor of the Company for the Financial Year ended 31st March 2025

  15 for0 against

Mutual fund votes, meeting of 2 Mar 2025, 14 fund houses

• Payment of remuneration to Mr. Devendra Kumar Jain, (DIN: 00029782) Non-Executive Director of the Company for the Financial Year 2024-25 which is in excess of fifty percent of the total remuneration to all Non-Executive Directors of the Company for the Financial Year 2024-25 as required under Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual FundDevendra Kumar Jain, 95, is the Non-Executive Chairperson on the board and is part of the promoter group. The company seeks shareholder approval to pay commission at 0.50% of net profits for FY25 to Devendra Kumar Jain in his capacity as Non-Executive Chairperson, which will exceed the total remuneration payable to all the Non-Executive Directors for FY25. He was paid Rs. 57.2 mn in FY24 and Rs. 189.1 mn in FY23, as commission. We raise concern that his remuneration in FY24 was significantly higher than the other Whole-time Directors and the commission to be paid to him is open ended; we expect the company to cap the payouts to him in absolute terms. Further, we raise concern that the board composition is not in line with regulation on independent director representation – it has remained non-compliant since August 2024. We believe that as Chairperson, Devendra Kumar Jain must address the compliance violation on independent director representation on the board. We do not support the resolution.
  • Baroda BNP Paribas Mutual FundCompliant with law. Governance concerns: Chairman is related to Managing Director of the Company. Skewed remuneration without any justification. Non-compliant Board with the requisite number of Independent Directors as per SEBI LODR & Section 152 of the Act. Age of 95 years also raises concern on abiility to serve board
  • Groww Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concerns: Chairman is related to Managing Director of the Company. Skewed remuneration without any justification. Non-compliant Board with the requisite number of Independent Directors as per SEBI LODR & Section 152 of the Act.
  • HDFC Mutual FundMr. Devendra Kumar Jain, 95, is the Non-Executive Chairperson on the board and is part of the promoter group. The company seeks shareholder approval to pay commission at 0.50% of net profits for FY25 to Devendra Kumar Jain in his capacity as Non-Executive Chairperson, which will exceed the total remuneration payable to all the Non-Executive Directors for FY25. We believe the promoter remuneration is high considering the size, scale and complexity of business.
  • HSBC Mutual FundThere is no compelling rationale for payment of remuneration that is beyond the standard fees paid to other non-executive directors. The quantum of pay, which is significantly higher than that of other executive directors, is more indicative of an executive position and creates uncertainty on his exact role at the company and the division of responsibilities at the board level.
  • ICICI Prudential Mutual FundThe board composition is not in line with regulation on independent director representation, it has remained non-compliant since August 2024 with Regulation 17 of the SEBI LODR, 2015. As Chairperson, Devendra Kumar Jain must address the compliance violation on independent director representation on the board. Hence, the AMC has voted against the resolution.
  • Motilal Oswal Mutual Fund"Compliant with law. Governance concerns: Chairman is related to Managing Director of the Company. Skewed remuneration without any justification. Non-compliant Board with the requisite number of Independent Directors as per SEBI LODR & Section 152 of the Act."
  • Nippon India Mutual FundSkewed remuneration without any justification.
  • UTI Mutual FundDevendra Kumar Jain, 95, is the Non-Executive Chairperson on the board and is part of the promoter group. The company seeks shareholder approval to pay commission at 0.50% of net profits for FY25 to Devendra Kumar Jain in his capacity as Non-Executive Chairperson. He was paid Rs. 57.2 mn in FY24 and Rs. 189.1 mn in FY23, as commission. The remuneration is high in the capacity of Non-Executive Director and is more than the remuneration paid to all the non-promoter Executive Directors. We do not support the resolution.

  2 for12 against
• Continuation of terms of office of Mr. Vivek Kumar Jain (DIN: 00029968) Managing Director of the Company on his attaining the age of seventy years in August, 2025

  ›Against Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concerns: Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors. Non-compliant Board with the requisite number of Independent Directors as required under SEBI LODR Regulations. Remuneration is skewed in favor of Promoter Directors.
  • HSBC Mutual FundWe have concerns about insufficient independence on the Audit committee.

  10 for4 against
• Revision in terms of remuneration of Dr. Bir Kapoor (DIN: 01771510), Deputy Managing Director of the Company

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern on the merits of proposed appointee. Governance concerns: Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors. Non-compliant Board with the requisite number of Independent Directors as required under SEBI LODR Regulations.

  11 for3 against
• Re-appointment of Mr. Sanath Kumar Muppirala (DIN: 08425540) as Whole-time Director of the Company

  ›Against Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern on the merits of proposed appointee. Governance concerns: Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors. Non-compliant Board with the requisite number of Independent Directors as required under SEBI LODR Regulations.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  10 for4 against
• Re-appointment of Mr. Niraj Kishore Agnihotri (DIN: 09204198) as Whole-time Director of the Company

  ›Against Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern on the merits of proposed appointee. Governance concerns: Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors. Non-compliant Board with the requisite number of Independent Directors as required under SEBI LODR Regulations.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  10 for4 against
• Re-appointment of Mr. Shesh Narayan Pandey (DIN: 02000823) as Whole-time Director of the Company

  ›Against Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern on the merits of proposed appointee. Governance concerns: Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors. Non-compliant Board with the requisite number of Independent Directors as required under SEBI LODR Regulations.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  10 for4 against

Mutual fund votes, meeting of 25 Nov 2024, 15 fund houses

• Approval for shifting of the Registered Office of the Company from the “State of Gujarat” to the “State of Himachal Pradesh” and consequent amendment of Clause II of the Memorandum of Association

  15 for0 against

Mutual fund votes, meeting of 27 Sep 2024, 15 fund houses

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

• Adoption of Financial Statements

  14 for0 against
• Declaration of Final Dividend on Equity Shares of the Company for the Financial Year ended 31st March, 2024

  14 for0 against
• Re-appointment of Mr. Devendra Kumar Jain (DIN: 00029782) as Director of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundNo concern on the merit of appointee. Non-compliant with law: The director’s re-appointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution. Governance concerns: Board non-compliant w.r.t section 152. Chairman is related to Managing Director of the Company. Skewed remuneration without any justification.
  • HSBC Mutual FundWe are voting against this Board Chair as we have concerns about insufficient gender diversity of the board. We have concerns about insufficient independence on the board.
  • SBI Mutual FundDevendra Kumar Jain, 95, is part of the promoter group and the Non-Executive Chairperson. He has attended all four board meetings held in FY24. SBIMF’s internal proxy voting guidelines do not allow us to vote in favour of promoter directors’ appointment/re-appointment if the board is not 50% independent both in number and spirit if chairperson is a promoter/ED. We observe that there are 11 Board of Directors (BODs), out of which 5 are classified as independent directors. Hence, the effective independence is assessed at 45%. We wish to clarify that we do not have any doubt about the competency of the directors. Our only concern is <50% independence on the board. We do not support the resolution.

  8 for6 against
• Re-appointment of Independent Statutory Auditors of the Company

  ›Against Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundNo concern on the merit of the proposed Auditor. Non-Compliant with SEBI LODR Regulation 36: Proposed audit fee to be paid to the auditors not disclosed.
  • DSP Mutual Fund, SBI Mutual FundPatankar & Associates are proposed to be reappointed as statutory auditors for five years from the 2024 AGM. They were appointed as statutory auditors by Gujarat Fluorochemicals Limited in the 2019 AGM. They were paid fees of Rs. 7.2 mn in FY24. The company has not disclosed the proposed fees for FY25, which is a statutory requirement. Gujarat Fluorochemicals Limited demerged from GFL Limited in 2019. We note that Patankar & Associates were statutory auditors of GFL Limited for atleast 19 years till the 2017 AGM. Therefore, there has not been a five-year cooling-off period between the group and Patankar & Associates. Hence, we do not support the resolution.
  • HDFC Mutual FundThere has not been a cooling-off period between the group and the audit firm.
  • ICICI Prudential Mutual FundGujarat Fluorochemicals Limited demerged from GFL Limited in 2019. Patankar & Associates were auditors of GFL Limited for atleast 19 years till the 2017 AGM. In the first AGM of Gujarat Fluorochemicals Limited held in August 2019, the company appointed Patankar & Associates as statutory auditors for five years. Therefore, Patankar & Associates were appointed as statutory auditors of Gujarat Fluorochemicals Limited two years after they ceased to be auditors of GFL Limited. There needs to be at least a five year cooling-off period between the company and Patankar & Associates. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundReappointment of auditors before cooling off period of 5 years and non disclosure of audit fees

  4 for9 against
• Appointment of Mr. Shesh Narayan Pandey (DIN: 02000823) as Director and Whole-time Director of the Company

  ›Against Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concerns: Board non-compliant w.r.t section 152. Proposed appointment will lead to non-compliant Board with the requisite number of Independent Directors as required under SEBI LODR Regulations.
  • DSP Mutual FundShesh Narayan Pandey, 56, has more than 33 years of experience in manufacturing operations, production planning, projects, manufacturing excellence, strategic planning, continuous improvement, lean manufacturing, process managements, workforce engagements and cost optimization in various companies. As per the notice, his overall remuneration including performance pay will be capped at Rs. 11.6 mn per annum. However, the company has not disclosed a breakup of each individual remuneration component nor performance metrics that will determine his variable pay. We expect companies to disclose performance metrics that will determine variable pay and to cap the remuneration payable in absolute terms. This ensures that variable pay is linked to the performance of the company. Notwithstanding, the proposed remuneration is reasonable, and he is a professional whose skills carry market value. However, with his appointment, the board composition is not in line with regulation on independent director representation. Thus, we do not support his appointment at this stage. The NRC must address the implications for board composition before his appointment to the board.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • Mirae Asset Mutual FundReappointment will lead to independent directors falling below statutory requirements

  7 for7 against
• Approval of payment of remuneration to Mr. Devendra Kumar Jain, (DIN: 00029782) Non-Executive Director of the Company for the Financial Year 2023-24 which is in excess of fifty percent of the total remuneration to all Non-Executive Directors of the Company for the Financial Year 2023-24MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundDevendra Kumar Jain is the Non-Executive Chairperson on the board and is part of the promoter group. The company proposes to pay him commission of Rs. 57.2 mn for FY24. At Rs. 57.2 mn, his remuneration is high in the capacity of Non-Executive Director and is more than the remuneration paid to all the non-promoter Executive Directors. Further, in their audit report, auditors have pointed out that the company had not sought shareholder approval prior to approving Devendra Kumar Jain’s FY24 commission.
  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundGovernance concern: Chairman is related to Managing Director of the Company. Skewed remuneration without any justification. Proposed commission for NED more than the remuneration proposed for WTD
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundThere is no compelling rationale for payment of remuneration that is beyond the standard fees paid to other non-executive directors. The quantum of pay, which is significantly higher than that of other executive directors, is more indicative of an executive position and creates uncertainty on his exact role at the company and the division of responsibilities at the board level.
  • Mirae Asset Mutual FundRemuneration is higher than the limit prescribed under Companies Act, 1956

  5 for9 against
• Ratification of approval of payment of remuneration to the Cost Auditor of the Company

  14 for0 against

Mutual fund votes, meeting of 12 Mar 2024, 12 fund houses

• Re-appointment of Mr. Sanath Kumar Muppirala (DIN: 08425540) as Whole-timenDirector of the Company

  ›Against DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • DSP Mutual FundSanath Kumar Muppirala, 61, is a Whole time Director, Gujarat Fluorochemicals Limited (GFL). He has served on the board since April 2019. He is a Chemical Engineer from SV University, Tirupati, and has over 36 years of experience in Manufacturing, Strategic planning and commencing of Petrochemicals Plants. As per his previous terms, we estimate his FY24 remuneration at Rs. 17.5 mn. As per the notice, his overall remuneration for FY25 including performance pay will be capped at Rs. 19.5 mn per annum. However, the company has not disclosed a breakup of each individual remuneration component nor performance metrics that will determine his variable pay. We expect companies to disclose performance metrics that will determine variable pay and to cap the remuneration payable in absolute terms. While he has attended all four board meetings held as on date of notice in FY24, his board meeting attendance across his five-year tenure has been low at 35%. His proposed remuneration is reasonable; however, we do not support his reappointment on account of poor attendance.
  • Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with law. Governance concern: Low attendance. Non-Compliant Board with requisite number of Independent Directors. Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • Mirae Asset Mutual FundWe expect directors to attend adequate number of meeting
  • Nippon India Mutual FundLow attendance
  • Zerodha Mutual FundLow attendance. Non-Compliant Board with requisite number of Independent Directors.

  5 for7 against
• Re-appointment of Mr. Niraj Kishore Agnihotri (DIN: 09204198) as Whole-time Director of the Company

  ›Against DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • DSP Mutual FundNiraj Agnihotri, 55, is a Whole time Director, Gujarat Fluorochemicals Limited (GFL). He has served on the board since July 2021. As per his previous terms, we estimate his FY24 remuneration at Rs. 21.0 mn. As per the notice, his overall remuneration for FY25 including performance pay will be capped at Rs. 23.0 mn per annum. However, the company has not disclosed a breakup of each individual remuneration component nor performance metrics that will determine his variable pay. We expect companies to disclose performance metrics that will determine variable pay and to cap the remuneration payable in absolute terms. While he has attended all four board meetings held as on date of notice in FY24, his board meeting attendance across his tenure has been low at 50%. We believe directors must take their responsibilities seriously and attend all board meetings. His proposed remuneration is reasonable; however, we do not support his reappointment on account of poor attendance.
  • Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with law. Governance concern: Low attendance. Non-Compliant Board with requisite number of Independent Directors. Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • Mirae Asset Mutual FundWe expect directors to attend adequate number of meeting
  • Nippon India Mutual FundLow attendance
  • Zerodha Mutual FundLow attendance. Non-Compliant Board with requisite number of Independent Directors.

  5 for7 against
• Re-appointment of Mr. Jay Mohanlal Shah (DIN: 09761969) as Whole-time Director of the Company

  ›Against Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with law. Governance concern: Non-Compliant Board with requisite number of Independent Directors. Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • Zerodha Mutual FundNon-Compliant Board with requisite number of Independent Directors.

  8 for4 against