Godfrey Phillips India CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 4 Sep 2025, 24 fund houses

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

• 1.a. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2025, the reports of the Board of Directors and Auditors thereon.

  19 for0 against
• 1.b. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2025 along with the Auditors Report thereon.

  17 for0 against
• 2. To declare Final Dividend and confirm the payment of Interim Dividend on Equity Shares for the financial year ended 31st March 2025.

  24 for0 against
• 3. To appoint a Director in place of Mr. Sharad Aggarwal, who retires by rotation and being eligible, offers himself for reappointment

  24 for0 against
• 4.To re appoint Mr. Sumant Bharadwaj as an Independent Director of the Company.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Angel One Mutual FundGovernance concern: There has been a skewed remuneration practice in the Company & the proposed appointee is member of Nomination & Remuneration Committee.
  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual FundSumant Bharadwaj, 65, an advocate and partner in Legal Remedy, has been on the board since August 2022. He attended all nine board meetings held in FY25. His reappointment is in line with statutory requirements. However, we note he has been part of the Nomination & Remuneration Committee (NRC) since February 2020, and as a member he has failed to provide adequate oversight to the manner in which Managing Director - Bina Modi’s and Executive Director - Ms. Charu Modi’s remuneration has been structured and paid. The structures are commission based at 5% of profits, uncapped with no disclosures on performance metrics. For FY25, total promoter remuneration was Rs. 880.5 mn, ~6% of profits and ~21% of total employee benefit cost. It is unclear how the NRC has benchmarked their compensation. We raise further concern that the NRC appears to have ignored the opinion of the company’s shareholders with respect to the remunerations of both Bina Modi and Charu Modi: investors did not support their remunerations in overwhelming majority in the 2024 AGM, 2022 AGM and 2021 AGM. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance concern: There has been a skewed remuneration practice in the Company & the proposed appointee is member of NRC.
  • HDFC Mutual FundMr. Sumant Bharadwaj, 65, an advocate and partner in Legal Remedy, has been on the board since August 2022. However, we note he has been part of the Nomination & Remuneration Committee (NRC) since February 2020, and as a member he has failed to provide adequate oversight to the manner in which Managing Director - Bina Modi’s and Executive Director - Ms. Charu Modi’s remuneration has been structured and paid. We raise further concern that the NRC appears to have ignored the opinion of the company’s shareholders with respect to the remunerations of both Bina Modi and Charu Modi. We do not support the resolution.
  • Kotak Mahindra Mutual FundSumant Bharadwaj, 65, an advocate and partner in Legal Remedy, has been on the board since August 2022. He attended all nine board meetings held in FY25. His reappointment is in line with statutory requirements. However, we note he has been part of the Nomination & Remuneration Committee (NRC) since February 2020, and as a member he has failed to provide adequate oversight to the manner in which Managing Director - Bina Modi s and Executive Director - Ms. Charu Modi s remuneration has been structured and paid. The structures are commission based at 5% of profits, uncapped with no disclosures on performance metrics. For FY25, total promoter remuneration was Rs. 880.5 mn, ~6% of profits and ~21% of total employee benefit cost. It is unclear how the NRC has benchmarked their compensation. We raise further concern that the NRC appears to have ignored the opinion of the company s shareholders with respect to the remunerations of both Bina Modi and Charu Modi: investors did not support their remunerations in overwhelming majority in the 2024 AGM, 2022 AGM and 2021 AGM. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance concern: There has been a skewed remuneration practice in the Company & the proposed appointee is member of NRC.

  10 for14 against
• 5 To appoint Chandrasekaran Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company.

  24 for0 against
• 6.To increase the Authorised Share Capital of the Company and consequent alteration in clause on Capital in the Memorandum of Association of the Company.

  24 for0 against
• 7. To issue Bonus Equity Shares by capitalizing the reserves of the Company.

  24 for0 against
• 8.To approve material related party transactions between the Company and Philip Morris Products S.A., Switzerland

  24 for0 against

Mutual fund votes, meeting of 28 Jun 2025, 20 fund houses

• Appointment of Mr. Paul Janelle (DIN: 03489805) as a Director (Non-Executive and Non-Independent) of the Company.

  20 for0 against

Mutual fund votes, meeting of 6 Apr 2025, 18 fund houses

• To approve material related party transaction(s) between the Company and Philip Morris Products S.A., Switzerland (“PMPSA”).

  18 for0 against

Mutual fund votes, meeting of 19 Dec 2024, 16 fund houses

• Approval of the ‘Godfrey Phillips Employees Share Purchase Scheme, 2024’ and its implementation through Trust.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundAs per the scheme, the company proposes to issue 2,599,696 equity shares to employees of the company. The scheme will be implemented via secondary acquisition of shares by trust. The exercise price will be at the discretion of the Nomination and Remuneration Committee (NRC). If the shares are issued at a large discount to market price, there is no alignment between the interests of employees and investors. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosures regarding the Purchase Price/Pricing Formula and Offer Period under the Scheme. Governance concern: Maximum potential benefit to any employee is high and unreasonable.
  • DSP Mutual Fund, Navi Mutual FundThrough resolution #2, the company seeks shareholder approval for secondary acquisition of shares up to 5.0% of the paid-up equity share capital (upto 2,599,696 equity shares) as on 31 March 2024. Our recommendation is linked to Resolution #1.
  • HDFC Mutual FundThe scheme gives the Nomination and Remuneration Committee (NRC) the discretion to determine the exercise price - this could result in options being granted at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme permits discretion to the NRC to determine the exercise price which can be at a discount to market price.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaximum potential benefit to any employee is high and unreasonable.
  • SBI Mutual FundThrough resolution #2, the company seeks shareholder approval for secondary acquisition of shares up to 5.0% of the paid-up equity share capital (upto 2,599,696 equity shares) as on 31 March 2024. Our recommendation is linked to Resolution #1. As per the scheme, the company proposes to issue 2,599,696 equity shares to employees of the company. The scheme will be implemented via secondary acquisition of shares by trust. The exercise price will be at the discretion of the Nomination and Remuneration Committee (NRC). If the shares are issued at a large discount to market price, there is no alignment between the interests of employees and investors. We do not support the resolution.

  3 for13 against
• Approval for acquisition / allocation of equity shares for implementation of ‘Godfrey Phillips Employees Share Purchase Scheme, 2024’.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundThrough resolution #2, the company seeks shareholder approval for secondary acquisition of shares up to 5.0% of the paid-up equity share capital (upto 2,599,696 equity shares) as on 31 March 2024. Our recommendation is linked to Resolution #1.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Resolution linked with resolution #1.
  • DSP Mutual Fund, Navi Mutual Fund, SBI Mutual FundAs per the scheme, the company proposes to issue 2,599,696 equity shares to employees of the company. The scheme will be implemented via secondary acquisition of shares by trust. The exercise price will be at the discretion of the Nomination and Remuneration Committee (NRC). If the shares are issued at a large discount to market price, there is no alignment between the interests of employees and investors. We do not support the resolution.
  • HDFC Mutual FundThe scheme gives the Nomination and Remuneration Committee (NRC) the discretion to determine the exercise price - this could result in options being granted at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme permits discretion to the NRC to determine the exercise price which can be at a discount to market price.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaximum potential benefit to any employee is high and unreasonable.

  3 for13 against
• Approval for provision of money to Trust by the Company for purchase of its own shares for implementation of ‘Godfrey Phillips Employees Share Purchase Scheme, 2024’.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Navi Mutual FundThe scheme will be implemented through the Trust, via secondary acquisition of shares. Accordingly, the Trust may buy upto 2,599,696 shares from the secondary market and these shall be transferred to employees on the exercise of equity shares. Thus, the company also seeks shareholder approval for providing loan to the trust. The quantum of the loan shall be within the overall limits prescribed under Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014. Our recommendation is linked to resolution #1.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Resolution linked with resolution #1.
  • HDFC Mutual FundThe scheme gives the Nomination and Remuneration Committee (NRC) the discretion to determine the exercise price - this could result in options being granted at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme permits discretion to the NRC to determine the exercise price which can be at a discount to market price.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaximum potential benefit to any employee is high and unreasonable.
  • SBI Mutual FundThe scheme will be implemented through the Trust, via secondary acquisition of shares. Accordingly, the Trust may buy upto 2,599,696 shares from the secondary market and these shall be transferred to employees on the exercise of equity shares. Thus, the company also seeks shareholder approval for providing loan to the trust. The quantum of the loan shall be within the overall limits prescribed under Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014. As per the scheme, the company proposes to issue 2,599,696 equity shares to employees of the company. The scheme will be implemented via secondary acquisition of shares by trust. The exercise price will be at the discretion of the Nomination and Remuneration Committee (NRC). If the shares are issued at a large discount to market price, there is no alignment between the interests of employees and investors. We do not support the resolution.

  3 for13 against
• Appointment of Mr. Avtar Singh Monga (DIN:00418477) as an Independent Director of thenCompany.

  16 for0 against

Mutual fund votes, meeting of 6 Sep 2024, 15 fund houses

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

• 1a. Adoption of Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2024, the reports of the Board of Directors and Auditors thereon.

  13 for0 against
• 1b. Adoption of Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024 along with the Auditors report thereon.

  12 for0 against
• Declaration of dividend @ Rs. 56/- per share on equity shares for the financial year ended 31st March, 2024.

  14 for0 against
• Re-appointment of Dr. Bina Modi (DIN: 00048606) as Managing Director of the Company and approval of payment of remuneration to her.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Samco Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundDr. Bina Modi, 80, Chairperson and Managing Director, has been on the board since 2014. She is part of the promoter group. In addition to Godfrey Phillips Limited, she is also Chairperson and Managing Director Indofil Industries Limited - a group company from where she also draws remuneration. We do not support her reappointment to the board. We understand that the Modi family - comprising Dr. Bina Modi, Samir Modi , Lalit Modi and Charu Modi - are entangled in a family feud over the distribution of the late KK Modi's inheritance. The legal battle is currently pending before the Supreme Court. As a consequence of this dispute, some family members are being rotated out of the board and others are being brought in - which is destabilizing for the board. Principally, we believe that family disputes should not be brought into the board room and that the independent directors must separate the company from intra-promoter group disputes. Therefore, we do not support the Modi family members' presence on the board until the family dispute is settled. We take comfort from the fact that the company has a CEO, Sharad Agarwal, who has been on the board for the past six years, is a professional, and can likely continue to manage the business in the Modi family's absence from the board. We raise further concern over Dr. Bina Modi's remuneration structure - she will be paid 5% of profits as commission, which is reduced by her remuneration from Indofil. Monthly, she will be eligible to be paid Rs.10 mn and the residual will be paid or clawed back after the closure of the accounts for the year. In FY24, Dr. Bina Modi's remuneration aggregated Rs. 345 mn, which is high for the size of business. Her remuneration is structured such that aggregate executive compensation can increase upto 14% of profits. We raise concern that the level of remuneration is high and that is open-ended. The NRC must disclose how it has benchmarked Dr. Bina Modi's compensation.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with Law. Governance concern: No absolute cap on overall remuneration, 2 full-time position, Skewed remuneration, holding dual position Chairman & MD, Board Conflict: There appears to be a conflict within the Board. With there being lack of transparency and conflicted decision making, there appears to be collective failure of the Board. Hence, concern is raised on the proposed directorship.
  • DSP Mutual FundDr. Bina Modi, 80, Chairperson and Managing Director, has been on the board since 2014. She is part of the promoter group. In addition to Godfrey Phillips Limited, she is also Chairperson and Managing Director Indofil Industries Limited – a group company from where she also draws remuneration. We do not support her reappointment to the board. We understand that the Modi family – comprising Dr. Bina Modi, Samir Modi , Lalit Modi and Charu Modi – are entangled in a family feud over the distribution of the late KK Modi’s inheritance. The legal battle is currently pending before the Supreme Court. As a consequence of this dispute, some family members are being rotated out of the board and others are being brought in – which is destabilizing for the board. Principally, we believe that family disputes should not be brought into the board room and that the independent directors must separate the company from intra-promoter group disputes. Therefore, we do not support the Modi family members’ presence on the board until the family dispute is settled. We take comfort from the fact that the company has a CEO, Sharad Agarwal, who has been on the board for the past six years, is a professional, and can likely continue to manage the business in the Modi family’s absence from the board. We raise further concern over Dr. Bina Modi’s remuneration structure – she will be paid 5% of profits as commission, which is reduced by her remuneration from Indofil. Monthly, she will be eligible to be paid Rs.10 mn and the residual will be paid or clawed back after the closure of the accounts for the year. In FY24, Dr. Bina Modi’s remuneration aggregated Rs. 345 mn, which is high for the size of business. Her remuneration is structured such that aggregate executive compensation can increase upto 14% of profits. We raise concern that the level of remuneration is high and that is open-ended. The NRC must disclose how it has benchmarked Dr. Bina Modi’s compensation.
  • Edelweiss Mutual Fund2 resolutions clubbed in one; remuneration is high
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The overall estimated remuneration is deemed to be significantly higher than industry standards and market peers of commensurate scale and operations. • The remuneration structure can create conflicts of interest, for the executive. • Bina Modi also serves as the Chairman and Managing Director of Indofil Industries Limited. Her ability to commit sufficient time to her role in the company could be questioned, by shareholders.
  • ICICI Prudential Mutual FundThe AMC draws comfort from the fact that Mr. Sharad Agarwal is part of the Board as CEO for the past six years, is a professional, and can likely continue to manage the business in the Modi family’s absence from the board. Dr. Bina Modi’s remuneration structure is high for the size of business. She will be paid 5% of profits as commission, which is reduced by her remuneration from Indofil. Monthly, she will be eligible to be paid `10 million and the residual will be paid or clawed back after the closure of the accounts for the year. In FY2024, Dr. Bina Modi’s remuneration aggregated ` 345 million. Her remuneration is structured such that aggregate executive compensation can increase up to 14% of profits. The AMC is concerned that the level of remuneration is high and is open-ended. The NRC must disclose how it has benchmarked Dr. Bina Modi’s compensation. Considering the above, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Samco Mutual FundThe substantial remuneration proposed for Dr. Modi which is @5% of the net profits of the company, is a significant share of the company’s net profits. The proposed remuneration by the way of commission is not capped on a value basis. As per the historical trends the remuneration paid to the concerned director is substantially above the remuneration paid by the peers. While the company’s recent financial performance has been commendable under her leadership, the proposed compensation structure forms substantial part of the company’s profits and thus is disproportionately against the interest of the minority shareholders. Hence the resolution must not be passed.
  • SBI Mutual FundDr. Bina Modi, 80, Chairperson and Managing Director, has been on the board since 2014. She is part of the promoter group. We estimate her remuneration for FY 25 to be Rs 44 Crores. On SBIMF framework, the promoter family pay w.r.t PBT exceeds regulatory threshold. Further, salary w.r.t sales and ratio to median employee remuneration are not in line with the peers. This is why we do not support the resolution.

  1 for14 against
• Appointment of Ms. Charu Modi (DIN: 00029625) as a Director of the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundMs. Charu Modi, 61, Co-founder and Chancellor of K.K. Modi University is part of the promoter group. She has been on the board of Indofil Industries Limited - a group company, since 2022 and served as Director of IPM India Wholesale Trading Pvt. Ltd. Her role and responsibilities as Executive Director have not been articulated by the board. We do not support her appointment to the board. We understand that the Modi family - comprising Dr. Bina Modi, Samir Modi, Lalit Modi and Charu Modi - are entangled in a family feud over the distribution of the late KK Modi's inheritance. The legal battle is currently pending before the Supreme Court. As a consequence of this dispute, some family members are being rotated out of the board and others are being brought in - which is destabilizing for the board. Principally, we believe that family disputes should not be brought into the board room and that the independent directors must separate the company from intra-promoter group disputes. Therefore, we do not support the Modi family members' presence on the board until the family dispute is settled.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: No absolute cap on overall remuneration. Board Conflict: There appears to be a conflict within the Board. With there being lack of transparency and conflicted decision making, there appears to be collective failure of the Board. Hence, concern is raised on the proposed directorship.
  • DSP Mutual FundMs. Charu Modi, 61, Co-founder and Chancellor of K.K. Modi University is part of the promoter group. She has been on the board of Indofil Industries Limited – a group company, since 2022 and served as Director of IPM India Wholesale Trading Pvt. Ltd. Her role and responsibilities as Executive Director have not been articulated by the board. We do not support her appointment to the board. We understand that the Modi family – comprising Dr. Bina Modi, Samir Modi, Lalit Modi and Charu Modi – are entangled in a family feud over the distribution of the late KK Modi’s inheritance. The legal battle is currently pending before the Supreme Court. As a consequence of this dispute, some family members are being rotated out of the board and others are being brought in – which is destabilizing for the board. Principally, we believe that family disputes should not be brought into the board room and that the independent directors must separate the company from intra-promoter group disputes. Therefore, we do not support the Modi family members’ presence on the board until the family dispute is settled.
  • Edelweiss Mutual FundLack of experience and exprertise
  • ICICI Prudential Mutual FundMs. Charu Modi’s remuneration structure is high for the size of business. She will be paid an annual fixed pay of `24 million and commission upto 5% of profits, such that she will be paid `12 million monthly as commission and the residual will be paid or clawed back after the closure of the accounts for the year. Based on the remuneration structure, the AMC estimates her remuneration at ` 592 million, which is high for the size of business. Her remuneration is structured such that aggregate executive compensation can increase up to 14% of profits. The AMC is concerned that the level of remuneration is high and is open-ended. The NRC must disclose how it has benchmarked Ms. Charu Modi’s compensation. Considering the above, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on overall remuneration. Board Conflict: There appears to be a conflict within the Board. With there being lack of transparency and conflicted decision making, there appears to be collective failure of the Board. Hence, concern is raised on the proposed directorship.

  4 for10 against
• Appointment of Ms. Charu Modi (DIN: 00029625) as an Executive Director of the Company and approval of payment of remuneration to her.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Samco Mutual Fund

  • Axis Mutual FundOur view on this resolution is linked to our view on Resolution #4. Additionally, we do not support the proposed remuneration structure, which has an annual fixed pay of Rs.24 mn and commission upto 5% of profits, such that she will be paid Rs. 12 mn monthly as commission and the residual will be paid or clawed back after the closure of the accounts for the year. Based on the remuneration structure, we estimate her remuneration at Rs. 592 mn, which is high for the size of business. Her remuneration is structured such that aggregate executive compensation can increase upto 14% of profits. We raise concern that the level of remuneration is high and that is open-ended. The NRC must disclose how it has benchmarked Charu Modi's compensation. We raise further concern that medical expenses for Charu Modi and her family will be reimbursed by the company at actuals - we believe these are personal expenses that must be borne by the employee.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: No absolute cap on overall remuneration. Board Conflict: There appears to be a conflict within the Board. With there being lack of transparency and conflicted decision making, there appears to be collective failure of the Board. Hence, concern is raised on the proposed directorship.
  • DSP Mutual FundOur view on this resolution is linked to our view on Resolution #4. Additionally, we do not support the proposed remuneration structure, which has an annual fixed pay of Rs.24 mn and commission upto 5% of profits, such that she will be paid Rs. 12 mn monthly as commission and the residual will be paid or clawed back after the closure of the accounts for the year. Based on the remuneration structure, we estimate her remuneration at Rs. 592 mn, which is high for the size of business. Her remuneration is structured such that aggregate executive compensation can increase upto 14% of profits. We raise concern that the level of remuneration is high and that is open-ended. The NRC must disclose how it has benchmarked Charu Modi’s compensation. We raise further concern that medical expenses for Charu Modi and her family will be reimbursed by the company at actuals – we believe these are personal expenses that must be borne by the employee.
  • Edelweiss Mutual Fund2 resolutions clubbed in one
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The overall estimated remuneration is deemed to be significantly higher than industry standards and market peers of commensurate scale and operations. • The remuneration structure can create conflicts of interest, for the executive. • Charu Modi also serves as the Executive Director of Indofil Industries Limited. Her ability to commit sufficient time to her role in the company could be questioned, by shareholders.
  • ICICI Prudential Mutual FundMs. Charu Modi’s remuneration structure is high for the size of business. She will be paid an annual fixed pay of `24 million and commission upto 5% of profits, such that she will be paid `12 million monthly as commission and the residual will be paid or clawed back after the closure of the accounts for the year. Based on the remuneration structure, the AMC estimates her remuneration at ` 592 million, which is high for the size of business. Her remuneration is structured such that aggregate executive compensation can increase up to 14% of profits. The AMC is concerned that the level of remuneration is high and is open-ended. The NRC must disclose how it has benchmarked Ms. Charu Modi’s compensation. Considering the above, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on overall remuneration. Board Conflict: There appears to be a conflict within the Board. With there being lack of transparency and conflicted decision making, there appears to be collective failure of the Board. Hence, concern is raised on the proposed directorship.
  • Samco Mutual FundThe proposed remuneration of Ms. Charu Modi which constitutes of a salary and commission at @5% of the net profits or lower as recommended by the remuneration committee needs detailed clarification on the basis of arriving at a remuneration by the way of commission paid to the proposed director. In the absence of clear performance criteria tied to her compensation, there is a risk that such remuneration could be disproportionate which ultimately would be against the interest of the minority shareholders. Hence the proposed resolution must not be passed.

  1 for13 against
• The vacancy caused by retirement by rotation of Mr. Samir Kumaar Modin(DIN: 00029554), be not filled up for the time being.

  15 for0 against

Mutual fund votes, meeting of 7 Jan 2024, 10 fund houses

• Approval of the ‘Godfrey Phillips Employees Share Purchase Scheme, 2023’ and its implementation through Trust.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ITI Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosures regarding the Purchase Price/Pricing Formula and Offer Period under the Scheme.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • HSBC Mutual FundThe scheme permits shares to be issued with an exercise price at a deep discount to the market price, as on grant date.
  • ITI Mutual FundNon-compliant with SEBI regulations.
  • Nippon India Mutual FundInadequate Disclosure
  • SBI Mutual FundAs per the scheme, the company proposes to issue 2,599,696 equity shares to employees of the company. The scheme will be implemented via secondary acquisition of shares. The exercise price will be at the discretion of the NRC shall not be less than the face value of equity shares and shall not exceed market price of the equity shares as on the Offer Date. There is no clarity on either the vesting or the exercise period. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. This is why we do not support the resolution.

  1 for9 against
• Approval for authorization of acquisition of equity shares from secondary market through Trust route for implementation of ‘Godfrey Phillips Employees Share Purchase Scheme, 2023.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ITI Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Resolution linked with resolution #1.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • HSBC Mutual FundThe scheme permits shares to be issued with an exercise price at a deep discount to the market price, as on grant date.
  • ITI Mutual FundNon-compliant with SEBI regulations.
  • Nippon India Mutual FundInadequate Disclosure
  • SBI Mutual FundThrough resolution #2, the company seeks shareholder approval for secondary acquisition of shares up to 5.0% of the paid-up equity share capital (upto 2,599,696 equity shares) as on 31 March 2023. Our recommendation is linked to Resolution #1.

  1 for9 against
• Approval for provision of money to Trust by the Company for purchase of its own shares for implementation of ’Godfrey Phillips Employees Share Purchase Scheme, 2023’.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ITI Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Resolution linked with resolution #1.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • HSBC Mutual FundThe scheme permits shares to be issued with an exercise price at a deep discount to the market price, as on grant date.
  • ITI Mutual FundNon-compliant with SEBI regulations.
  • Nippon India Mutual FundInadequate Disclosure
  • SBI Mutual FundThe scheme will be implemented through the Trust. It will be a secondary issue. Accordingly, Trust may buy 2,599,696 shares from the secondary market and these shall be transferred to employees on the exercise of equity shares. Thus, the company also seeks shareholder approval for providing loan to the trust. The quantum of the loan shall be within the overall limits prescribed under Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014. Our recommendation is linked to resolution #1.

  1 for9 against