Gillette India MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 2 Sep 2025, 24 fund houses

• To receive, consider and adopt the audited Balance Sheet as at March 31, 2025 and the Statement of Profit and Loss for the Financial Year ended on that date, together with the reports of the auditors and Directors thereon.MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Contingent liabilities amounting to more than twice the Company’s net worth represents a material risk, in the event that these liabilities crystallize.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundUnqualified Financial statements. Compliant with Indian Accounting Standards. Governance Concern: Contingent liabilities amounting to more than twice the Company’s net worth represents a material risk, in the event that these liabilities crystallize.
  • LIC Mutual FundGovernance Concern: Contingent liabilities amounting to more than twice the Company s net worth represents a material risk, in the event that these liabilities crystallize.
  • PGIM India Mutual FundUnqualified Financial statements. Compliant with Indian Accounting Standards. Governance Concern: Contingent liabilities amounting to more than twice the Company s net worth represents a material risk, in the event that these liabilities crystallize.

  17 for7 against
• To confirm the payment of interim dividend and to declare final dividend for the Financial Year ended March 31, 2025.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundGovernance Concern is raised in adoption of financial statements of the Company under resolution #1, dividend being appropriation post approval of accounts, cannot be paid if accounts are not voted FOR.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundSufficient funds available for payment of dividend. Governance Concern is raised in adoption of financial statements of the Company under resolution #1, dividend being appropriation post approval of accounts, cannot be paid if accounts are not voted FOR.

  17 for7 against
• To appoint a Director in place of Mr. Pramod Agarwal(DIN: 00066989), Director of the Company, retiring by rotation and being eligible, offers himself for re-appointment.

  24 for0 against
• Appointment of M K Saraf & Associates LLP, Practicing Company Secretaries (Peer Review Certificate No. 6694/2025) as secretarial auditors for a period of five years, effective April 1, 2025

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual FundProposed fee payable to Secretarial Auditors not disclosed. Transparency concern: Previous auditors’ remuneration not available to ascertained as to whether there is any material change in the proposed Audit fee.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed fee payable to Secretarial Auditors not disclosed. Transparency concern: Previous auditors’ remuneration not available to ascertained as to whether there is any material change in the proposed Audit fee.
  • Kotak Mahindra Mutual FundThe company proposes to appoint M K Saraf & Associates as secretarial auditors for five years from FY26. The company has not disclosed a brief profile and the proposed remuneration for M K Saraf & Associates as secretarial auditors, which is a regulatory requirement. Hence, we do not support the resolution.
  • LIC Mutual FundTransparency concern: Previous auditors remuneration not available to ascertained as to whether there is any material change in the proposed Audit fee.
  • Nippon India Mutual FundNon disclosure of Proposed fee payable to Secretarial Auditors.
  • PGIM India Mutual FundNo concern on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed fee payable to Secretarial Auditors not disclosed. Transparency concern: Previous auditors remuneration not available to ascertained as to whether there is any material change in the proposed Audit fee.

  14 for10 against

Mutual fund votes, meeting of 3 Dec 2024, 22 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 Balance Sheet as at June 30, 2024 and the Statement of Profit and Loss for the Financial Year ended on that date, together with the Reports of the Auditors and Directors thereonMoreLess

  21 for0 against
• To confirm the payment of interim dividend and to declare final dividend for the Financial Year ended June 30, 2024

  22 for0 against
• To appoint a Director in place of Mr. Srinivas Maruthi Patnam (DIN 09296558), who retires by rotation and being eligible, offers himself for re-appointment.

  22 for0 against
• Appointment of Ms. Srividya Srinivasan (DIN 10823130) as an Executive Director of the Company

  ›Against Axis Mutual Fund, DSP Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMs. Srividya Srinivasan, 48 , has been with P&G since 2005 and has experience in various finance roles. She will serve as Gillette India Limited's Chief Financial Officer in addition to being an Executive Director. She has worked in P&G's US markets as well as other markets, namely - Latin America, Philippines. Although we support her appointment, we do not support her remuneration due to lack of clarity in the structure - given she will receive remuneration from multiple companies and lack of a cap on the long-term stock option plan from the parent, therefore her overall remuneration cannot be ascertained. The company must cap the overall remuneration from all sources and disclose quantitative performance metrics for variable pay.
  • DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundMs. Srividya Srinivasan, 48 , has been with P&G since 2005 and has experience in various finance roles. She will serve as Gillette India Limited’s Chief Financial Officer in addition to being an Executive Director. She has worked in P&G’s US markets as well as other markets, namely - Latin America, Philippines. Although we support her appointment, we do not support her remuneration due to lack of clarity in the structure – given she will receive remuneration from multiple companies and lack of a cap on the long-term stock option plan from the parent, therefore her overall remuneration cannot be ascertained. The company must cap the overall remuneration from all sources and disclose quantitative performance metrics for variable pay.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The company has not disclosed the quantum of variable pay and stock options, which Srividya Srinivasan will be entitled to receive. • There is no clarity on the underlying performance metrics on which the variable pay outcomes will be guided. • The proposed remuneration structure is deemed open ended and could lead to discretionary payouts for the executive.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  16 for6 against
• Appointment of Mr. Sanjay Asher (DIN 00008221) as a Non-Executive Independent Director of Company for a term of five years, not liable to retire by rotation

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundSanjay Asher, 60, a Chartered Accountant is a Senior Partner at Crawford Bayley & Co. He has over 30 years of experience in the field of law and corporate matters. Sanjay Asher serves on the board of seven 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 Senior Partner of Crawford Bayley & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Therefore, we do not support his reappointment.
  • Bajaj Finserv Mutual FundMr. Sanjay Asher holds a full-time position as Senior Partner with M/s. Crawford Bayley & Co. and holds more than 5 directorships as Non-Executive Director (including IDs) at Listed entities. Further duty of care requires directors to devote significant time on company affairs to ensure that rights of all stakeholders are protected and reasonable time commitments of Director, is a good governance practice, as he can devote sufficient time to the affairs of the Company. Hence it is noted that more than 5 Listed Directorships along with a full-time position can be excessive. Therefore, in view of the above discussions, a governance concern is raised on appointment of Mr. Sanjay Asher as a Non-Executive Independent Director of the Company.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment is compliant with law. No concern on merit of the appointee. Governance concern: Excessive time commitments.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • Sanjay Asher serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExcessive time commitments.
  • NJ Mutual FundSanjay Asher, 60, a Chartered Accountant is a Senior Partner at Crawford Bayley & Co. He has over 30 years of experience in the field of law and corporate matters. Sanjay Asher serves on the board of seven 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 Senior Partner of Crawford Bayley & Co., his responsibilities are equivalent to a whole- time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Therefore, we do not support his reappointment.

  10 for12 against
• Appointment of Mr. Chander Prakash Gurnani (DIN 00018234) as a Non-Executive Independent Director of the Company for a term of five years, not liable to retire by rotation

  22 for0 against

Mutual fund votes, meeting of 3 Jul 2024, 18 fund houses

• Appointment of Kumar Venkatasubramanian (DIN 08144200) as a Director and Managing Director of the Company for a period of five years, effective May 1, 2024

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Excessive Time commitments.
  • DSP Mutual FundKumar Venkatasubramanian, 48, has been associated with P&G India since 2000.He has served as CEO- P&G Australia and New Zealand. He is being appointed as Managing Director from 1 May 2024, he is also being appointed as MD of Procter & Gamble Health & Hygiene Limited (PGHH), listed fellow subsidiary, simultaneously. The remuneration is proposed to be paid from Procter & Gamble Home Products Private Limited (PGHPPL), fellow subsidiary, with PGHH and Gillette being cross-charged remuneration in the proportion of their net outside sales. Overall remuneration from all sources, excluding variable pay is capped at Rs. 80.0 mn. Total remuneration from Gillette is capped at Rs. 60.0 mn. While we understand the administrative intent of appointing a common MD for both listed companies - PGHH and Gillette, it is unclear why a private promoter group company is the primary source of remuneration. There is no clarity on the financial performance of PGHPPL. He is entitled to a short-term achievement award and long-term stock option plan (from parent), which is uncapped. Further, there is no guidance on such payouts in aggregate from all sources, nor is there a clear historical track record. The company must cap the overall remuneration from all sources and disclose performance metrics for variable pay. Given the lack of clarity, we are unable to support the resolution
  • Edelweiss Mutual FundTwo proposols merged into one. More details on remuneration required
  • HSBC Mutual FundA vote AGAINST this resolution is warranted, in view of the following concerns with Kumar Venkatasubramanian's remuneration: • The company has not disclosed the quantum and nature of incentives/stock options, which Kumar Venkatasubramanian's will be entitled to receive, each year. • There is no clarity if the above-mentioned variable pay outcomes will be guided by underlying performance metrics. • The proposed remuneration structure is deemed open ended and could lead to discretionary payouts and also create conflicts of interest, for the executive.
  • Nippon India Mutual FundExcessive Time commitment
  • Sundaram Mutual Fund"Kumar Venkatasubramanian, 48, has been associated with P&G India since 2000.He has served as CEO- P&G Australia and New Zealand. He is being appointed as Managing Director from 1 May 2024, he is also being appointed as MD of Procter & Gamble Health & Hygiene Limited (PGHH), listed fellow subsidiary, simultaneously. The remuneration is proposed to be paid from Procter & Gamble Home Products Private Limited (PGHPPL), fellow subsidiary, with PGHH and Gillette being cross-charged remuneration in the proportion of their net outside sales. Overall remuneration from all sources, excluding variable pay is capped at Rs. 80.0 mn. Total remuneration from Gillette is capped at Rs. 60.0 mn. While we understand the administrative intent of appointing a common MD for both listed companies - PGHH and Gillette, it is unclear why a private promoter group company is the primary source of remuneration. There is no clarity on the financial performance of PGHPPL. He is entitled to a short-term achievement award and long-term stock option plan (from parent), which is uncapped. Further, there is no guidance on such payouts in aggregate from all sources, nor is there a clear historical track record. The company must cap the overall remuneration from all sources and disclose performance metrics for variable pay. Given the lack of clarity, we are unable to support the resolution"

  10 for8 against

Mutual fund votes, meeting of 20 Mar 2024, 16 fund houses

• Re- appointment of Ms. Anjuly Chib Duggal (DIN 05264033) as Non Executive Independent Director of the Company for a period of five years, effective March 26, 2024

  16 for0 against

Mutual fund votes, meeting of 28 Nov 2023, 13 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 Balance Sheet as at June 30, 2023 and the Statement of Profit and Loss for the Financial Year ended on that date, together with the Reports of the Auditors and Directors thereon.MoreLess

  12 for0 against
• To confirm the payment of interim dividend and to declare final dividend for the Financial Year ended June 30, 2023.

  13 for0 against
• To appoint a Director in place of Mr. Gautam Kamath (DIN 09235167), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against HSBC Mutual Fund, Sundaram Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board is chaired by a non-executive director and the board is not at least one-third independent and Gautam Kamath is a non-independent director nominee.
  • Sundaram Mutual FundKarthik Natarajan, 46, has been with P&G for over two decades and is currently Vice President and Regional CFO for Asia Pacific, Middle East & Africa. He attended 25% (1 out of 4) board meetings held in FY23 and 50% (7 out of 14) over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings, and at the very least 75% of the board meetings over a three-year period. He retires by rotation, however, due to his low attendance we do not support his reappointment.

  12 for2 against
• To appoint a Director in place of Mr. Karthik Natarajan (DIN 06685891), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Groww Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concern: Low attendance at Board and Committee Meetings.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board is chaired by a non-executive director and the board is not at least one-third independent and Karthik Natarajan is a non-independent director nominee. • Karthik Natarajan has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.
  • Mahindra Manulife Mutual FundGovernance Concern: Low attendance at Board and Committee Meetings.
  • Nippon India Mutual FundLow Attendance
  • SBI Mutual FundKarthik Natarajan has attended 25% (1/4) board meetings held in FY23 and 50% (7/14) in FY22 and 50% (2/4) in the last three years. The average attendance for the last three financial years is 45% (10/22) as per SBI MF internal framework. SBI MF’s internal guideline does not allow us to vote in favour of the promoter director if he has not attended 75% of the statutory meetings. we consider Promoters to be an extremely important and integral part of the board, and we have a very intense scrutiny on their attendance. We also observe that there are 11 BODs out of which 4 are classified as IDs. Further, we note that there are 3 ID who is long tenured, due to group association with the company Hence, the effective independence is assessed at 9% on the SBIMF framework. We would encourage the company to have at least 50% independence in number and spirit. Due to these reasons we are voting against.

  6 for6 against

Mutual fund votes, meeting of 18 Nov 2022, 2 fund houses

• To receive, consider and adopt the Audited Balance Sheet as at June 30, 2022 and the Statement of Profit and Loss for the Financial Year ended on that date, together with the Reports of the Auditors and Directors thereonMoreLess

  2 for0 against
• To confirm the payment of interim dividend and to declare final dividend for the Financial Year ended June 30, 2022

  2 for0 against
• To appoint a Director in place of Mr. Pramod Agarwal (DIN 00066989), who retires by rotation and being eligible, offers himself for re-appointment

  2 for0 against
• To appoint a Director in place of Ms. Sonali Dhawan (DIN 06808527), who retires by rotation and being eligible, offers herself for re-appointment.

  2 for0 against
• To re-appoint M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Reg. No.104607W/W-100166) as Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Forty-Third Annual General Meeting, on such remuneration and reimbursement of out-of-pocket expenses, as the Board of Directors may decideMoreLess

  2 for0 against
• Payment of commission to the Non-Executive Directors of the Company for a period of five years with effect from January 1, 2023.

  2 for0 against