Greenpanel Industries CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 25 Jun 2024, 8 fund houses

• To consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2024, the audited consolidated financial statements of the company for the said financial year, and the reports of the Board of directors and auditors thereon.MoreLess

  8 for0 against
• To confirm payment of Interim Dividend of Rs.1.50/- (Rupees one and paise fifty) per share i.e., 150% on the face value of equity share of Rs.1/- on 12,26,27,395 equity shares of the company, paid to the shareholders for the financial year 2023-24.MoreLess

  8 for0 against
• To appoint a director in place of Mr. Shobhan Mittal (DIN:00347517), who retires by rotation and being eligible, and offers himself for reappointment.

  8 for0 against
• To re-appoint Mr. Shiv Prakash Mittal (DIN:00237242), Executive Chairman of the Company for the period of five (5) years effective from July 01, 2024.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with the law. Governance Concern: Holding position of Executive Chairman & No absolute cap on variable pay.
  • ICICI Prudential Mutual FundMr. Shiv Prakash Mittal, 75, is the Executive Chairperson. Mr. Shiv Prakash Mittal received remuneration of Rs. 84.5 million in FY2024 from Greenpanel Industries with overall promoter family remuneration in FY2024 was Rs. 176.0 million, which was high at 9.8% of consolidated PBT. The company has not provided a cap on the absolute commission payable: it will be 1.5% of net profit with an overall remuneration upto 5% of net profit. Further, the company seeks approval to pay promoter Executive Directors in excess of regulatory thresholds and also plans to reimburse expenses for traveling expenses incurred by him and his family in India or abroad. The remuneration paid to promoter directors for Greenpanel is higher than paid to competitors who have much better profitability. Given the industry is in downcycle, remuneration to executive directors in excess of regulatory norms is not acceptable. Hence the AMC voted against this resolution.
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundShiv Prakash Mittal, 75, is the Executive Chairperson, Greenpanel Industries Ltd. Shiv Prakash Mittal received remuneration of Rs. 84.5 mn in FY24 from Greenpanel Industries and the ratio of his remuneration to the median employee remuneration was 267.9x. His estimated proposed remuneration for FY25 of Rs. 85.5 mn is higher than peers. Overall promoter family remuneration in FY24 was Rs. 176.0 mn, which was high at 9.8% of consolidated PBT. The company has not provided a cap on the absolute commission payable: it will be 1.5% of net profit with an overall remuneration upto 5% of net profit. Further, the company seeks approval to pay promoter Executive Directors in excess of regulatory thresholds, i.e., remuneration exceeding Rs. 50.0 mn or 2.5% of net profits and aggregate remuneration to all promoter executive directors in excess of 5% of net profits. The company should have provided a detailed rationale for payment of remuneration in excess of regulatory thresholds and disclosed an absolute cap for the same. Further, the company plans to reimburse expenses for traveling expenses incurred by him and his family in India or abroad. We believe that family expenses for travel should be borne by the employee and not the company. Hence, we do not support the resolution.

  2 for6 against
• To re-appoint Mr. Shobhan Mittal (DIN:00347517), Managing Director and CEO of the Company for the period of five (5) years effective from July 01, 2024.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay.
  • ICICI Prudential Mutual FundMr. Shobhan Mittal is the Managing Director and CEO, Greenpanel Industries Ltd and is a Singaporean resident. Mr. Shobhan Mittal received remuneration of Rs. 91.5 million in FY2024 & overall promoter family remuneration in FY2024 was Rs. 176.0 million, which was high at 9.8% of consolidated PBT. The company has not provided a cap on the absolute commission payable: it will be 1.5% of net profit with an overall remuneration upto 5% of net profit. Further, the company seeks approval to pay promoter Executive Directors in excess of regulatory thresholds and also plans to reimburse expenses for traveling expenses incurred by him and his family in India or abroad. The remuneration paid to promoter directors for Greenpanel is higher than paid to competitors who have much better profitability. Given the industry is in downcycle, remuneration to executive directors in excess of regulatory norms is not acceptable. Hence, the AMC voted against this resolution.
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundShobhan Mittal, 43, is the Managing Director and CEO, Greenpanel Industries Ltd and is a Singaporean resident. Shobhan Mittal received remuneration of Rs. 91.5 mn in FY24 from Greenpanel Industries and the ratio of his remuneration to the median employee remuneration was 284x. His estimated proposed remuneration for FY25 of Rs. 99.1 mn is higher than peers. Overall promoter family remuneration in FY24 was Rs. 176.0 mn, which was high at 9.8% of consolidated PBT. The company has not provided a cap on the absolute commission payable: it will be 1.5% of net profit with an overall remuneration upto 5% of net profit. Further, the company seeks approval to pay promoter Executive Directors in excess of regulatory thresholds, i.e., remuneration exceeding Rs. 50.0 mn or 2.5% of net profits and aggregate remuneration to all promoter executive directors in excess of 5% of net profits. The company should have provided a detailed rationale for payment of remuneration in excess of regulatory thresholds and disclosed an absolute cap for the same. Further, the company plans to reimburse expenses for traveling expenses incurred by him and his family in India or abroad. We believe that family expenses for travel should be borne by the employee and not the company. Hence, we do not support the resolution.

  2 for6 against
• To re-appoint Mr. Arun Kumar Saraf (DIN:00087063), as an Independent Director of the Company, for the second term of five years effective from August 14, 2024.n

  8 for0 against
• Shifting of the Registered Office of the Company from the state of West Bengal to the state of Haryana.n

  8 for0 against

Mutual fund votes, meeting of 27 Jun 2023, 10 fund houses

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

• To consider and adopt the audited standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2023, and the reports of the Board of Directors and Auditors thereonMoreLess

  9 for0 against
• To confirm payment of Interim Dividend of Rs.1.50/- per share on face value of equity shares of Re.1/- on 12,26,27,395 equity shares of the company, paid to the shareholders for the financial year 2022-23MoreLess

  9 for0 against
• To appoint a director in place of Mr. Shiv Prakash Mittal (DIN: 00237242), who retires by rotation at the ensuing annual general meeting and, being eligible, offers himself for re-appointment

  9 for0 against
• To re-appoint the Statutory Auditors of the Company, M/s. S. S. Kothari Mehta & Company, for a further term of five consecutive years and to fix their remuneration

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInadequate disclosure

  8 for1 against
• To re-appoint Mr. Salil Kumar Bhandari (DIN: 00017566) as an Independent Director of the Company for a second term of five years

  9 for0 against
• To re-appoint Mr. Mahesh Kumar Jiwrajka (DIN: 07657748) as an Independent Director of the Company for a second term of five years

  9 for0 against

Mutual fund votes, meeting of 4 Jan 2023, 11 fund houses

• SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM THE STATE OF ASSAM TO THE STATE OF WEST BENGAL

  11 for0 against
• KEEPING OF REGISTER OF MEMBERS, INDEX OF MEMBERS AND ANNUAL RETURN AT THE OFFICE OF THE REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY

  11 for0 against

Mutual fund votes, meeting of 5 Sep 2022, 7 fund houses

• Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, the Audited Consolidated Financial Statements of the Company for the said financial year and the Reports of the Board of Directors and Auditors thereonMoreLess

  7 for0 against
• Re-appointment of Mr. Shobhan Mittal (DIN: 00347517) as a Director of the Company, liable to retire by rotation

  7 for0 against
• Confirmation of payment of Interim Dividend of Rs.1.50/- (Rupees one and paise fifty) per share i.e., 150% on face value of equity share of Rs.1/- on 12,26,27,395 Equity Shares of the Company, paid to the shareholders for the financial year 2021-22MoreLess

  7 for0 against
• Modification in terms of appointment and payment of remuneration of Mr. Shiv Prakash Mittal (DIN: 00237242), Executive Chairman of the Company

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund

  • Bank of India Mutual FundThe company seeks to modify his remuneration structure such that total remuneration will not exceed 5% of the net profits, with basic salary increasing to Rs. 4.0 mn per month from Rs. 2.0 mn per month. For FY22, Shiv Prakash Mittal’s remuneration was Rs. 78.3 mn and the ratio of his remuneration to the median employee remuneration was 299x. His estimated remuneration of Rs. 111.5 mn is higher than peers. It is unclear why the company seeks a mid-term revision in remuneration to Shiv Prakash Mittal. Further, the company plans to reimburse expenses for traveling incurred by him and his family in India or abroad. We are of the opinion that family expenses as companion should be borne by the employee and not the company.The company has not provided a cap on the absolute commission payable: it will be upto 1.5% of net profit with an overall remuneration upto 5% of net profit. As a good practice, companies must cap remuneration in absolute terms.
  • Edelweiss Mutual FundRemuneration is on higher side
  • Nippon India Mutual FundHolding dual positions of executive and chairperson
  • Tata Mutual FundThe company seeks to modify his remuneration structure such that total remuneration will not exceed 5% of the net profits, with basic salary increasing to Rs. 4.0 mn per month from Rs. 2.0 mn per month. For FY22, Shiv Prakash Mittal’s remuneration was Rs. 78.3 mn and the ratio of his remuneration to the median employee remuneration was 299x. His estimated remuneration of Rs. 111.5 mn is higher than peers. Further, the company plans to reimburse expenses for traveling incurred by him and his family in India or abroad. While we have no concerns with increase in remuneration per-se given the improvement in company's performance, we are of the opinion that family expenses as companion should be borne by the employee and not the company.

  3 for4 against
• Modification in terms of appointment and payment of remuneration of Mr. Shobhan Mittal (DIN: 00347517), Managing Director & CEO of the Company

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Tata Mutual Fund

  • Bank of India Mutual FundShobhan Mittal, 42, is the Managing Director and CEO, Greenpanel Industries Ltd. The company seeks to modify his remuneration structure such that total remuneration will not exceed 5% of the net profits, with basic salary increasing to Rs. 5.0 mn per month from Rs. 1.5 mn per month. In FY22, Shobhan Mittal was paid a remuneration of Rs. 91.5 mn (including including remuneration of Rs 20.2 mn drawn as Executive Director of Greenpanel Singapore Pte. Ltd, a wholly owned subsidiary). His remuneration increased by 100.7% in FY22 while median employee remuneration increased by 13.3%. His proposed remuneration of Rs. 127.2 mn is high in comparison to peers. It is unclear why the company seeks a mid-term revision in remuneration to Shobhan Mittal. The company has not provided a cap on the absolute commission payable: it will be upto 1.5% of net profit with an overall remuneration upto 5% of net profit. As a good practice, companies must cap remuneration in absolute terms. Further, the company plans to reimburse expenses for traveling incurred by him and his family in India or abroad. We are of the opinion that family expenses as companion should be borne by the employee and not the company.
  • Edelweiss Mutual FundRemuneration is on higher side
  • Tata Mutual FundShobhan Mittal, 42, is the Managing Director and CEO, Greenpanel Industries Ltd. The company seeks to modify his remuneration structure such that total remuneration will not exceed 5% of the net profits, with basic salary increasing to Rs. 5.0 mn per month from Rs. 1.5 mn per month. In FY22, Shobhan Mittal was paid a remuneration of Rs. 91.5 mn (including including remuneration of Rs 20.2 mn drawn as Executive Director of Greenpanel Singapore Pte. Ltd, a wholly owned subsidiary). His remuneration increased by 100.7% in FY22 while median employee remuneration increased by 13.3%. His proposed remuneration of Rs. 127.2 mn is high in comparison to peers. Further, the company plans to reimburse expenses for traveling incurred by him and his family in India or abroad. While we have no concerns with increase in remuneration per-se given the improvement in company's performance, we are of the opinion that family expenses as companion should be borne by the employee and not the company.

  4 for3 against
• Appointment of Ms. Shivpriya Nanda (DIN:01313356) as an Independent Director of the Company

  7 for0 against
• Payment of Commission to the Independent Directors of the Company

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund

  • Bank of India Mutual FundThe proposed commission to independent directors is reasonable and in-line with market practices. However, the board is seeking shareholder approval in perpetuity. We do not support perpetual resolutions and expect companies to approach shareholders periodically to seek their approval.
  • Edelweiss Mutual FundRemuneration is on higher side

  5 for2 against

Mutual fund votes, meeting of 7 Jul 2021, 7 fund houses

• Adoption of (a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021 including the Audited Balance Sheet as at March 31, 2021 and Statement of Profit & Loss for the year ended on that date together with the Reports of the Board of Directors, and Auditors thereon and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 including the Audited Balance Sheet as at March 31, 2021 and Statement of Profit & Loss for the year ended on that date together with the Report of the Auditors thereonMoreLess

  7 for0 against
• Appointment of director in place of Mr. Shiv Prakash Mittal (DIN: 00237242), who retires by rotation at the conclusion of the 4th Annual General Meeting and being eligible, offers himself for re-appointment.MoreLess

  7 for0 against
• Modification in terms of appointment and payment of Remuneration of Mr. Shiv Prakash Mittal (DIN: 00237242), Executive Chairman of the Company

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundThe company seeks to modify his remuneration structure such that total remuneration will not exceed 5% of the net profits, with basic salary increasing to Rs. 2. 0 mn per month from Rs. 0. 75 mn per month. For FY21, Shiv Prakash Mittal’s remuneration was Rs. 30. 8 mn and the ratio of his remuneration to the median employee remuneration was 119x. His estimated remuneration of Rs. 45. 4 mn is higher than peers and the promoter family remuneration is high at 7. 6% of the consolidated PBT for FY21. Further while he took a pay cut in FY20, his remuneration has bounced back in FY21 when employee strength has decreased. It is unclear why the company seeks a mid-term revision in remuneration to Shiv Prakash Mittal. The company has not provided a cap on the absolute commission payable: it will be upto 1. 5% of net profit with an overall remuneration upto 5% of net profit. As a good practice, companies must cap remuneration in absolute terms.

  6 for1 against
• Modification in terms of appointment and payment of Remuneration of Mr. Shobhan Mittal (DIN: 00347517), Managing Director & CEO of the Company

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundShobhan Mittal, 40, is the Managing Director and CEO, Greenpanel Industries Ltd. The company seeks to modify his remuneration structure such that total remuneration will not exceed 5% of the net profits, with basic salary increasing to Rs. 1. 5 mn per month from Rs. 0. 5 mn per month. In FY21, Shobhan Mittal was paid a remuneration of Rs. 45. 6 mn. His remuneration increased by 73% in FY21 while median employee remuneration increased by 3. 4%. His proposed remuneration of Rs. 59. 7 mn is high in comparison to peers and overall family remuneration is high at 7. 6% of consolidated FY21 PBT. It is unclear why the company seeks a mid-term revision in remuneration to Shobhan Mittal. The company has not provided a cap on the absolute commission payable: it will be upto 1. 5% of net profit with an overall remuneration upto 5% of net profit. As a good practice, companies must cap remuneration in absolute terms. Further, he draws remuneration of SGD 30,000 per month from a wholly owned subsidiary, Greenpanel Singapore Pte. Ltd. The remuneration paid to Shobhan Mittal should be only from Greenpanel Industries encompassing all his responsibilities as MD and CEO.

  6 for1 against

Mutual fund votes, meeting of 18 Sep 2020, 4 fund houses

• Adoption of (a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020 including the Audited Balance Sheet as at March 31, 2020 and Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors, and Auditors thereon and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020 including the Audited Balance Sheet as at March 31, 2020 and Statement of Profit & Loss for the year ended on that date and the Report of the Auditors thereonMoreLess

  4 for0 against
• Appointment of director in place of Mr. Shobhan Mittal (DIN: 00347517), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

  4 for0 against
• Modification in terms of appointment and payment of Remuneration of Mr. Shiv Prakash Mittal (DIN: 00237242), Executive Chairman to pay the remuneration as approved in the 2nd Annual General Meeting of the Company held on September 28, 2019, as minimum remuneration, in case of inadequacy of profit during the financial years 2019-20 to 2021-22MoreLess

  4 for0 against
• Modification in terms of appointment and payment of Remuneration of Mr. Shobhan Mittal (DIN: 00347517), Managing Director & CEO to pay the remuneration as approved in the 2nd Annual General Meeting of the Company held on September 28, 2019, as minimum remuneration, in case of inadequacy of profit during the financial years 2019-20 to 2021-22MoreLess

  4 for0 against