Havells India CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 17 Jun 2025, 31 fund houses

• Adoption of Audited Financial Statements, Reports of Board of Directors & Auditors thereon & Audited Consolidated Financial Statements & the Report of Auditors thereon.

  31 for0 against
• Confirmation of the payment of Interim Dividend of Rs 4 per equity share of Re 1 each already paid during the Financial Year 2024-25.

  31 for0 against
• Declaration of a Final Dividend of Rs 6.00 per equity share of Re 1 each, for the Financial Year 2024-25.

  31 for0 against
• Appointment of a Director in place of Shri Siddhartha Pandit DIN 03562264 who retires by rotation and being eligible, offers himself for reappointment.

  31 for0 against
• Appointment of a Director in place of Shri Anil Rai Gupta DIN 00011892 who retires by rotation and being eligible, offers himself for reappointment.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Combined position of Chairman and MD may lead to concentration of power in the hands of single person. Skewed Remuneration practice of the Company.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Combined position of Chairman and MD may lead to concentration of power in the hands of single person. Skewed Remuneration practice of the Company.
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. We take note that Mr. Anil Rai Gupta holds the position of Chairman, CEO & MD of the company. We are of the view that the clubbed position of Chair & MD may lead to concentration of power. Therefore, we do not support his reappointment.

  22 for9 against
• Ratification of Cost Auditor's Remuneration

  31 for0 against
• Reappointment of Shri Siddhartha Pandit (DIN 03562264) as a Whole-time Director of the Company for another term of 3 (Three) years

  31 for0 against
• Appointment of M/s MZ & Associates, Practicing Company Secretaries (Firm Registration No. P2014DE040000) as Secretarial Auditors of the Company for a period of 5 years

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundTransparency concern: The Company has not disclosed whether there is any material change in the proposed audit fee.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern on the merits of the proposed Auditors. Transparency concern: The Company has not disclosed whether there is any material change in the proposed audit fee.

  23 for8 against
• Appointment of Shri Abhinav Rai Gupta (relative of Director) to Office or place of profit in the Company

  31 for0 against

Mutual fund votes, meeting of 28 Jun 2024, 31 fund houses

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

• Adoption of Audited Financial Statements (FS), Reports of Board of Directors & Auditors thereon, Audited Consolidated FS & Report of Auditors thereon for FY 2023-24.

  28 for0 against
• Confirmation of payment of Interim Dividend of Rs. 3.00 pernequity share of Re. 1/- each already paid during the Financial Year 2023-24

  28 for0 against
• Declaration of Final Dividend of Rs. 6.00 per equity share of Re. 1/- each, for the Financial Year 2023-24.

  29 for0 against
• Appointment of Director in place of Shri Ameet Kumar Gupta (DIN: 00002838), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST Ameet Kumar Gupta is warranted considering that he, an executive director of the company, serves as a member of the audit committee.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with EDs’ performance. Skewed remuneration practices, unfavorable to a non-promoter ED.
  • JM Financial Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with Executive Director's performance. Skewed remuneration practices, unfavorable to a non-promoter Executive Director.
  • PGIM India Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with EDs performance. Skewed remuneration practices, unfavorable to a non-promoter ED.
  • Zerodha Mutual FundSkewed remuneration practice.

  23 for7 against
• Appointment of a Director in place of Shri Surjit Kumar Gupta (DIN: 00002810), retiring by rotation and being eligible, offering himself for re-appointment

  30 for0 against
• Ratification of Cost Auditor’s Remuneration

  28 for0 against
• Re-appointment of Shri Ameet Kumar Gupta (DIN: 00002838) as the Whole-time Director of the Company

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with EDs’ performance. Skewed remuneration practices, unfavorable to a non-promoter ED.
  • Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual FundAmeet Kumar Gupta, 52, is a promoter and Whole Time Director on the board of Havells India Limited. He has been on the board since 22 December 2014. Ameet Kumar Gupta received Rs. 122.0 mn as remuneration in FY24. His estimated FY25 remuneration is Rs. 176.4 mn, which is high for the size and complexity of the business and not in line with peers.While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. The company must cap his remuneration in absolute terms.Total promoter remuneration was Rs. 369.2 mn and Rs. 427.3 mn in FY23 and FY24 respectively, which is high in absolute terms. We do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because Ameet Kumar Gupta is an executive director serving on the audit committee.
  • Invesco Mutual FundAmeet Kumar Gupta, 52, is a promoter and Whole Time Director on the board of Havells India Limited. He has been on the board since 22 December 2014. Ameet Kumar Gupta received Rs. 122.0 mn as remuneration in FY24. His estimated FY25 remuneration is Rs. 176.4 mn, which is high for the size and complexity of the business and not in line with peers. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. The company must cap his remuneration in absolute terms. Total promoter remuneration was Rs. 369.2 mn and Rs. 427.3 mn in FY23 and FY24 respectively, which is high in absolute terms. We do not support the resolution
  • JM Financial Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with Executive Director's performance. Skewed remuneration practices, unfavorable to a non-promoter Executive Director.
  • Nippon India Mutual FundNo absolute cap on commission
  • PGIM India Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with EDs performance. Skewed remuneration practices, unfavorable to a non-promoter ED.
  • Sundaram Mutual Fund"Ameet Kumar Gupta, 52, is a promoter and Whole Time Director on the board of Havells India Limited. He has been on the board since 22 December 2014. Ameet Kumar Gupta received Rs. 122.0 mn as remuneration in FY24. His estimated FY25 remuneration is Rs. 176.4 mn, which is high for the size and complexity of the business and not in line with peers. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. The company must cap his remuneration in absolute terms. Total promoter remuneration was Rs. 369.2 mn and Rs. 427.3 mn in FY23 and FY24 respectively, which is high in absolute terms. We do not support the resolution."
  • Zerodha Mutual FundNo absolute cap on commission, skewed remuneration practice.

  16 for14 against
• Re-appointment of Shri Rajesh Kumar Gupta (DIN: 00002842) as the Whole-time Director & Group CFO of the Company

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with EDs’ performance. Skewed remuneration practices, unfavorable to a non-promoter ED.
  • Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual FundRajesh Kumar Gupta, 66, is the Whole Time Director and CFO of Havells India Limited. He has been on the board since 21 March 1992. He will attain 70 years of age on 17 June 2027: we do not consider age to be a criterion for board directorships.Rajesh Kumar Gupta received Rs. 273.3 mn as remuneration in FY24. His estimated FY25 remuneration of Rs. 353.9 mn is high for the size and complexity of the business and higher than peers.While a large portion of his remuneration is variable and linked to company profitability and the no. of stock options that can be granted in a year have been capped, there is no absolute cap on the commission payable: therefore, as profitability increases, total remuneration may be much higher over his tenure. The company must cap his remuneration in absolute terms, including an overall cap on commission.Total executive remuneration was Rs. 644.6 mn and Rs. 700.6 mn in FY23 and FY24 respectively, which is high in absolute terms. We do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: • His pay, after including fair value of stock options, is competitively position. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the commission element.
  • HSBC Mutual FundRajesh Kumar Gupta's pay, after including fair value of stock options, is competitively position.There are no disclosures on the threshold and target performance that he needs to achieve to determine the commission element.
  • Invesco Mutual FundRajesh Kumar Gupta, 66, is the Whole Time Director and CFO of Havells India Limited. He has been on the board since 21 March 1992. He will attain 70 years of age on 17 June 2027: we do not consider age to be a criterion for board directorships. Rajesh Kumar Gupta received Rs. 273.3 mn as remuneration in FY24. His estimated FY25 remuneration of Rs. 353.9 mn is high for the size and complexity of the business and higher than peers. While a large portion of his remuneration is variable and linked to company profitability and the no. of stock options that can be granted in a year have been capped, there is no absolute cap on the commission payable: therefore, as profitability increases, total remuneration may be much higher over his tenure. The company must cap his remuneration in absolute terms, including an overall cap on commission. Total executive remuneration was Rs. 644.6 mn and Rs. 700.6 mn in FY23 and FY24 respectively, which is high in absolute terms. We do not support the resolution.
  • JM Financial Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with Executive Director's performance. Skewed remuneration practices, unfavorable to a non-promoter Executive Director.
  • Nippon India Mutual FundNo absolute cap on commission
  • PGIM India Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with EDs performance. Skewed remuneration practices, unfavorable to a non-promoter ED.
  • Sundaram Mutual Fund"Rajesh Kumar Gupta, 66, is the Whole Time Director and CFO of Havells India Limited. He has been on the board since 21 March 1992. He will attain 70 years of age on 17 June 2027: we do not consider age to be a criterion for board directorships. Rajesh Kumar Gupta received Rs. 273.3 mn as remuneration in FY24. His estimated FY25 remuneration of Rs. 353.9 mn is high for the size and complexity of the business and higher than peers. While a large portion of his remuneration is variable and linked to company profitability and the no. of stock options that can be granted in a year have been capped, there is no absolute cap on the commission payable: therefore, as profitability increases, total remuneration may be much higher over his tenure. The company must cap his remuneration in absolute terms, including an overall cap on commission. Total executive remuneration was Rs. 644.6 mn and Rs. 700.6 mn in FY23 and FY24 respectively, which is high in absolute terms. We do not support the resolution."
  • Zerodha Mutual FundNo absolute cap on commission, skewed remuneration practice.

  15 for15 against
• Re-appointment of Shri Bontha Prasada Rao (DIN: 01705080) as an Independent Director for a Second Term

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Proposed appointments for five would lead to total tenure of more than 10 years for all three IDs, which is not in accordance with the Companies Act, 2013.
  • Edelweiss Mutual FundRotation of independent director desirable
  • JM Financial Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Proposed appointments for five would lead to total tenure of more than 10 years for all three Independent Directors, which is not in accordance with the Companies Act, 2013.
  • Nippon India Mutual FundTenure not in accordance with the law
  • Zerodha Mutual FundTotal tenure of 10+ years as Independent Director is not in accordance with law.

  20 for10 against
• Re-appointment of Shri Subhash S Mundra (DIN: 00979731) as an Independent Director for a Second Term

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Proposed appointments for five would lead to total tenure of more than 10 years for all three IDs, which is not in accordance with the Companies Act, 2013.
  • Edelweiss Mutual FundRotation of independent director desirable
  • JM Financial Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Proposed appointments for five years would lead to total tenure of more than 10 years for all three Independent Directors, which is not in accordance with the Companies Act, 2013.
  • Nippon India Mutual FundTenure not in accordance with the law
  • Zerodha Mutual FundTotal tenure of 10+ years as Independent Director is not in accordance with law.

  20 for10 against
• Re-appointment of Shri Vivek Mehra (DIN: 00101328) as an Independent Director for a Second Term

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Proposed appointments for five would lead to total tenure of more than 10 years for all three IDs, which is not in accordance with the Companies Act, 2013.
  • Edelweiss Mutual FundRotation of independent director desirable
  • JM Financial Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Proposed appointments for five years would lead to total tenure of more than 10 years for all three Independent Directors, which is not in accordance with the Companies Act, 2013.
  • Nippon India Mutual FundTenure not in accordance with the law
  • Zerodha Mutual FundTotal tenure of 10+ years as Independent Director is not in accordance with law.

  21 for10 against

Mutual fund votes, meeting of 27 Jun 2023, 21 fund houses

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

• Adoption of Audited Financial Statements (FS), Reports of Board of Directors & Auditors’ thereon, Audited Consolidated FS & Report of Auditors thereon for FY 2022-23

  20 for0 against
• Confirmation of payment of Interim Dividend of Rs. 3.00 per equity share of Re. 1/- each already paid during the financial year 2022-23

  21 for0 against
• Declaration of Final Dividend of Rs. 4.50 per equity share of Re. 1/- each for the financial year 2022-23

  21 for0 against
• Appointment of Director in place of Shri Rajesh Kumar Gupta (DIN: 00002842), who retires by rotation and being eligible, offers himself for re-appointment

  21 for0 against
• Appointment of Director in place of Shri T.V. Mohandas Pai (DIN: 00042167), who retires by rotation and being eligible, offers himself for re-appointment

  21 for0 against
• Appointment of Director in place of Shri Puneet Bhatia (DIN: 00143973), who retires by rotation and being eligible, offers himself for re-appointment

  21 for0 against
• Ratification of Cost Auditor’s Remuneration

  21 for0 against
• Re-appointment of Shri Anil Rai Gupta (DIN: 00011892) as the Chairman and Managing Director and the CEO of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundWe estimate Anil Rai Gupta’s FY24 remuneration at Rs. 288.2 mn, which is high in absolute terms and higher than peers. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. Total promoter remuneration was Rs. 385.9 mn and Rs. 369.2 mn in FY22 and FY23 respectively, which is high in absolute terms.
  • Bandhan Mutual FundCompliant with law. Governance Concern: Combined position of Chairman and MD may lead to concentration of power in the hands of single person, No absolute cap on Variable pay.
  • Edelweiss Mutual FundRole of Chairman and CEO should be separate
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration:- His remuneration is positioned competitively, compared to industry peers.- There is no absolute cap on the commission element or his overall pay.- There are no disclosures on the threshold and target performance that he needs to achieve to determine the commission element.
  • Kotak Mahindra Mutual FundAnil Rai Gupta, 54 is currently MD & CEO in Havells India Limited. He has over three decades of industry expertise. He has been associated with the board for over three decades. However, we are voting against as his proposed pay has no absolute cap on the proposed overall remuneration or commission payable.
  • Nippon India Mutual FundNo absolute cap on remuneration
  • NJ Mutual FundCombined position of Chairman and MD., No absolute cap on variable pay
  • PGIM India Mutual FundAlthough, there is no legal bar on the Chairman of the Company from holding Executive position, as per the good governance practice, the Company should have separated the position of chairman from the executive position as holding both the positions of Chairman and Managing Director by the same person may lead to concentration of powers in the hands of single person.
  • Quantum Mutual FundCombined position of Chairman and MD., No absolute cap on variable pay.

  11 for10 against

Mutual fund votes, meeting of 8 Jul 2022, 21 fund houses

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

• Adoption of Audited Financial Statements for the financial year ended on 31st March, 2022, Reports of the Board of Directors and Auditors’ thereon and the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2022.MoreLess

  20 for0 against
• Confirmation of payment of Interim Dividend of Rs. 3.00 per equity share of Re. 1 each already paid during the financial year 2021-22

  20 for0 against
• Declaration of Final Dividend of Rs. 4.50 per equity share of Re.1 each for the financial year 2021-22:-

  20 for0 against
• Appointment of Director in place of Shri Siddhartha Pandit (DIN: 03562264), who retires by rotation and being eligible, offers himself for re-appointment

  20 for0 against
• Appointment of Director in place of Shri Anil Rai Gupta (DIN: 00011892), who retires by rotation and being eligible, offers himself for re-appointment

  ›Against LIC Mutual Fund

  • LIC Mutual FundCompliant with law. No concern identified

  19 for1 against
• Ratification of Cost Auditor’s Remuneration

  ›Against LIC Mutual Fund

  • LIC Mutual FundCompliant with law. No concern identified

  19 for1 against
• Approval of the Havells Employees Stock Purchase Scheme 2022 and its implementation through Trust

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Tata Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, SBI Mutual FundUnder the scheme 6,263,060 shares will be granted to the employees of the company. The maximum dilution for the total scheme is 1.0% on the extended capital base. The exercise price is at the discretion of the NRC and can even be at the face value of Re. 1.0. We do not favor such schemes where there is no clarity on the exercise price, or the shares are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting.
  • Bandhan Mutual Fund, NJ Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013. Governance Concern: Determination of exercise price by NRC
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Invesco Mutual FundUnder the scheme 6,263,060 shares will be granted to the employees of the company. The maximum dilution for the total scheme is 1.0% on the extended capital base. The exercise price is at the discretion of the NRC and can even be at the face value of Re. 1.0. We do not favor such schemes where there is no clarity on the exercise price, or the shares are granted at a significant discount of more than 20% to market price or where there is no clarity on the performance metrics for vesting
  • Kotak Mahindra Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013.
  • LIC Mutual FundCompliant with law. No concern identified
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Nippon India Mutual FundInadequate disclosure
  • Quantum Mutual Fundthe proposed ESOP 2022 scheme will enable the company to grant options at a deep discount and/or at no price. This can misalign employee compensation with performance of the company as downside risk of employees not being rewarded in case of adverse stock price movements is minimised or eliminated.
  • Tata Mutual FundUnder the scheme 6,263,060 shares will be granted to the employees of the company. The maximum dilution for the total scheme is 1.0% on the extended capital base. The exercise price is at the discretion of the NRC. We understand that the discount to CMP is likely to be more than 20%.

  6 for14 against
• Authorization of Havells Employees Welfare Trust to Subscribe to Shares for and under the Havells Employees Stock Purchase Scheme 2022

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Tata Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, SBI Mutual Fund, Tata Mutual FundThe company intends to use trust route i.e., through Havells Employees Welfare Trust for implementation of ESPS 2022 and thus seeks shareholder approval for authorizing the trust to subscribe to the shares issued by the company. The company will provide a loan to the trust which will then subscribe to the shares of the company. The total amount of loan provided by the company will be based on the total market value of shares to be allotted. The amount lend to the trust will be refunded upon grant of shares and realization of exercise price. Our recommendation on resolution #8 is linked to our recommendation on resolution #7
  • Bandhan Mutual Fund, NJ Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013. Governance Concern: Determination of exercise price by NRC
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Invesco Mutual FundThe company intends to use trust route i.e., through Havells Employees Welfare Trust for implementation of ESPS 2022 and thus seeks shareholder approval for authorizing the trust to subscribe to the shares issued by the company. The company will provide a loan to the trust which will then subscribe to the shares of the company. The total amount of loan provided by the company will be based on the total market value of shares to be allotted The amount lend to the trust will be refunded upon grant of shares and realization of exercise price. Our recommendation on resolution #8 is linked to our recommendation on resolution #7
  • Kotak Mahindra Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013.
  • LIC Mutual FundCompliant with law. No concern identified
  • Mirae Asset Mutual FundLinked to above resolution (ESOP pricing at significant discount to market price)
  • Nippon India Mutual FundInadequate disclosure
  • Quantum Mutual Fundthe proposed ESOP 2022 scheme will enable the company to grant options at a deep discount and/or at no price. This can misalign employee compensation with performance of the company as downside risk of employees not being rewarded in case of adverse stock price movements is minimised or eliminated.

  6 for14 against
• Provisioning of money by the Company to the Havells Employees Welfare Trust/Trustees for Subscription of Shares under the Havells Employees Stock Purchase Scheme, 2022

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Tata Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, SBI Mutual Fund, Tata Mutual FundThe company intends to use trust route i.e., through Havells Employees Welfare Trust for implementation of ESPS 2022 and thus seeks shareholder approval for authorizing the trust to subscribe to the shares issued by the company. The company will provide a loan to the trust which will then subscribe to the shares of the company. The total amount of loan provided by the company will be based on the total market value of shares to be allotted. The amount lend to the trust will be refunded upon grant of shares and realization of exercise price. Our recommendation on resolution #9 is linked to our recommendation on resolution #7
  • Bandhan Mutual Fund, NJ Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013. Governance Concern: Determination of exercise price by NRC
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Invesco Mutual FundThe company intends to use trust route i.e., through Havells Employees Welfare Trust for implementation of ESPS 2022 and thus seeks shareholder approval for authorizing the trust to subscribe to the shares issued by the company. The company will provide a loan to the trust which will then subscribe to the shares of the company. The total amount of loan provided by the company will be based on the total market value of shares to be allotted The amount lend to the trust will be refunded upon grant of shares and realization of exercise price. Our recommendation on resolution #9 is linked to our recommendation on resolution #7
  • Kotak Mahindra Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013.
  • LIC Mutual FundCompliant with law. No concern identified
  • Mirae Asset Mutual FundLinked to above resolution (ESOP pricing at significant discount to market price)
  • Nippon India Mutual FundInadequate disclosure
  • Quantum Mutual Fundthe proposed ESOP 2022 scheme will enable the company to grant options at a deep discount and/or at no price. This can misalign employee compensation with performance of the company as downside risk of employees not being rewarded in case of adverse stock price movements is minimised or eliminated.

  6 for14 against
• Amendment to the Part B – “Havells Employees Stock Purchase Plan 2014” of Havells Employees Long Term Incentive Plan 2014 and related modification thereto

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Tata Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, SBI Mutual FundThe company has implemented the Havells Employees Stock Purchase Plan 2014 or ESPP 2014 which is Part B of the Havells Employee Long Term Incentive Plan 2014. Under ESPP 2014, the employee gets the shares at 50.0% of the market value. The number of shares are calculated by dividing the total contribution received from the employees, by the average monthly closing price or the market price of the share on the day prior to the meeting of the NRC held for the purpose of grant, whichever is lower. The company seeks approval to consider the closing price at the close of the financial year instead of the above method to determine the quantum of shares to be granted to employees: this is in order to align the ESPP 2014 to other existing stock purchase plans of the company. We do not support this amendment: stock options must be granted at market price or a minimal discount to market price: under the scheme, stock options are granted at a 50% discount to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant, which is protected if they are issued at significant discount to the market price.
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Invesco Mutual FundThe company has implemented the Havells Employees Stock Purchase Plan 2014 or ESPP 2014 which is Part B of the Havells Employee Long Term Incentive Plan 2014. Under ESPP 2014, the employee gets the shares at 50.0% of the market value. The number of shares are calculated by dividing the total contribution received from the employees, by the average monthly closing price or the market price of the share on the day prior to the meeting of the NRC held for the purpose of grant, whichever is lower. The company seeks approval to consider the closing price at the close of the financial year instead of the above method to determine the quantum of shares to be granted to employees: this is in order to align the ESPP 2014 to other existing stock purchase plans of the company. We do not support this amendment: stock options must be granted at market price or a minimal discount to market price: under the scheme, stock options are granted at a 50% discount to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant, which is protected if they are issued at significant discount to the market price
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Nippon India Mutual FundStock options are granted at a significant discount
  • Quantum Mutual FundThe ESOP 2014 scheme enables employees to get shares of the company at a 50% discount to market price. We do not favour employees being granted shares of the company at such deep discounts. Further, it appears that the scheme does not take into account employee performance.
  • Tata Mutual FundThe company has implemented the Havells Employees Stock Purchase Plan 2014 or ESPP 2014 which is Part B of the Havells Employee Long Term Incentive Plan 2014. Under ESPP 2014, the employee gets the shares at 50.0% of the market value. The number of shares are calculated by dividing the total contribution received from the employees, by the average monthly closing price or the market price of the share on the day prior to the meeting of the NRC held for the purpose of grant, whichever is lower. The company seeks approval to consider the closing price at the close of the financial year instead of the above method to determine the quantum of shares to be granted to employees: this is in order to align the ESPP 2014 to other existing stock purchase plans of the company. We believe that stock options must be granted at market price or a minimal discount to market price: under the scheme, stock options are granted at a 50% discount to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant, which is protected if they are issued at significant discount to the market price.

  10 for10 against

Mutual fund votes, meeting of 30 Jun 2021, 15 fund houses

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

• Adoption of Audited Financial Statements, the Reports of Board and Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021

  14 for0 against
• Confirmation of the payment of Interim Dividend of Rs. 3 per equity share of Re. 1/- each already paid as an Interim Dividend for the Financial Year 2020-21

  15 for0 against
• Declaration of a Final Dividend of Rs. 3.50 per equity share of Re. 1/- each for the Financial Year 2020-21:

  14 for0 against
• Re-appointment of Shri Ameet Kumar Gupta (DIN: 00002838), retiring by rotation and being eligible, offering himself for re-appointment:

  15 for0 against
• Appointment of M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E/ E300009) as Statutory Auditors of the Company

  14 for0 against
• Re-appointment of a Director in place of Shri Surjit Kumar Gupta (DIN: 00002810), who retires by rotation and being eligible, offers himself for re-appointment

  13 for0 against

  1 abstained

• Ratification of Cost Auditors’ Remuneration:

  14 for0 against
• Appointment of Smt. Namrata Kaul (DIN: 00994532) as an Independent Director of the Company:

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundProposed term may exceed 5 years

  13 for1 against

  1 abstained

• Appointment of Shri Ashish Bharat Ram (DIN: 00671567) as an Independent Director of the Company:

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundProposed term may exceed 5 years

  13 for1 against

  1 abstained

• Re-appointment of Shri Jalaj Ashwin Dani (DIN: 00019080) as an Independent Director of the Company for a Second Term:

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundProposed term may exceed 5 years

  13 for1 against

  1 abstained

• Re-appointment of Shri Upendra Kumar Sinha (DIN: 00010336) as an Independent Director of the Company for a Second Term:

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundProposed term may exceed 5 years

  13 for1 against

  1 abstained

• Re-appointment of Shri T. V. Mohandas Pai (DIN: 00042167) as a Director of the Company

  14 for0 against

  1 abstained

• Re-appointment of Shri Puneet Bhatia (DIN: 00143973) as a Director of the Company:

  14 for0 against

  1 abstained

• Re-appointment of Shri Siddhartha Pandit (DIN: 03562264) as a Whole-time Director of the Company for another term of 3 years:

  14 for0 against

Mutual fund votes, meeting of 22 Jun 2020, 11 fund houses

• Adoption of Audited Financial Statements, the Reports of Board and Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020:

  6 for0 against

  5 abstained

• Confirmation of the payment of Interim Dividend of Rs. 4 per equity share already paid as the Final Dividend for the Financial Year 2019-20:

  7 for0 against

  4 abstained

• Appointment of Shri T. V. Mohandas Pai (DIN:00042167), retiring by rotation and being eligible, offering himself for re-appointment:

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundT V Mohandas Pai is the Former CFO, Infosys Limited. He has attended 67% of board meetings held in FY20 and 71% of the board meetings over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment.

  6 for1 against

  4 abstained

• Appointment of Shri Puneet Bhatia (DIN:00143973), retiring by rotation and being eligible, offering himself for re-appointment:

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundPuneet Bhatia is MD & Country Head, TPG Asia. He has attended 50% of board meetings held in FY20 and 47% of the board meetings over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment.

  6 for1 against

  4 abstained

• Ratification of Cost Auditor’s Remuneration

  7 for0 against

  4 abstained

• Re-appointment of Shri Vellayan Subbiah (DIN:01138759) as an Independent Director of the Company for a Second Term:

  7 for0 against

  4 abstained

• Appointment of Shri B Prasada Rao (DIN:01705080) as an Independent Director of the Company

  7 for0 against

  4 abstained

• Appointment of Shri Subhash S Mundra (DIN:00979731) as an Independent Director of the Company:

  7 for0 against

  4 abstained

• Appointment of Shri Vivek Mehra (DIN:00101328) as an Independent Director of the Company:

  7 for0 against

  4 abstained