Indoco Remedies MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Sep 2024, 10 fund houses

• To receive, consider and adopt;n(a) The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024 and the Reports of the Board of Directors and the Auditors thereon; n(b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 and the Report of the Auditors thereon. nMoreLess

  9 for0 against
• To declare a final dividend of Rs. 1.50 per equity share for the financial year ended March 31, 2024.

  9 for0 against
• To appoint a Director in place of Mr. Sundeep V Bambolkar (DIN: 00176613), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because Sundeep Bambolkar is an executive director serving on the audit committee.

  9 for1 against
• To ratify the remuneration of the Cost Auditors for the financial year 2024-2025.

  9 for0 against

Mutual fund votes, meeting of 27 Jun 2024, 8 fund houses

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

• 1) To appoint Mr. Ajay Mulgaokar (DIN:10457626) as an Independent Director of the Company

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of proposed appointee. Non-Compliant with SEBI (LODR) & Companies Act, 2013: Terms and Conditions of the Independent Directors not disclosed on the website.

  6 for2 against
• 2 - To appoint Mr. Satish Shenoy (DIN: 00230711) as an Independent Director of the Company

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of proposed appointee. Non-Compliant with SEBI (LODR) & Companies Act, 2013: Terms and Conditions of the Independent Directors not disclosed on the website.

  6 for2 against
• 3 - To advance any loan, give any guarantee or to provide any security as specified under section 185 of the Companies Act, 2013

  ›Against Franklin Templeton Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as the company has not provided information regarding its direct and indirect shareholding in Florida Pharmaceutical Products, LLC. Due to lack of sufficient information, it becomes difficult for the shareholders to assess whether the company will have complete control over the entity which makes it difficult to assess and justify the potential impact of the proposed financial assistance on the company's financial position, whether the company will take on disproportionate risk, as well as determine the merits to the company and its shareholders.
  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: Inadequate disclosures.

  5 for3 against
• 4 - To approve increase in borrowing limits of the Company under section 180(1)(c) of the Companies Act, 2013

  2 for0 against
• 5 - To approve sell, creation of mortgage or charge on the assets, properties or undertaking(s) of the Company under section 180(1)(a) of the Companies Act, 2013

  8 for0 against

Mutual fund votes, meeting of 26 Sep 2023, 9 fund houses

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

• To receive , consider and adopt; a) The audited standalone financial statements of the company for the financial year ended March 31, 2023 and the Reports of the Board of Directorsthe Auditors thereon; b) The audited consolidated financial statements of the company for the financial year ended March 31, 2023 and the Reports of the Auditors thereonMoreLess

  8 for0 against
• To declare a final dividend of Rs. 2.25 per equity share for the financial year ended March 31, 2023

  9 for0 against
• To appoint a Director in place of Ms. Aditi Panandikar (DIN : 00179113) who retires by rotation and being eligible , offers hereself for re-appointment

  9 for0 against
• To ratify the remuneration of the Cost Auditors for the financial year 2023-2024

  9 for0 against

Mutual fund votes, meeting of 25 Jun 2023, 9 fund houses

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

• TO REAPPOINT MR. SURESH G KARE AS CHAIRMAN OF THE COMPANY IN THE CAPACITY OF NON EXECUTIVE NON INDEPENDENT DIRECTOR

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because: • The board independence norms are not met and Suresh Kare is a non-independent director nominee. • Suresh Kare is getting a permanent board seat which could reduce his accountability by disallowing shareholder review for his continued service.
  • HDFC Mutual FundThe shareholders would not get a chance to periodically review the appointment of the director as he is not liable to retire by rotation
  • Nippon India Mutual FundProposed appointment of director may not be liable to retire by rotation
  • Sundaram Mutual FundSuresh G. Kare, 84, is the promoter and Executive Chairperson. His term as Wholetime Director ends on 30 June 2023. He does not wish to be reappointed as a Wholetime Director: the company seeks to appoint him as Non-Executive Chairperson from 1 July 2023. Given that he has crossed the age of seventy-five, the approval is sought by way of a special resolution. He will not be drawing any remuneration except for sitting fees. We are unable to support the appointment as he is not liable to retire by rotation: the company has clarified that the Articles of Association (AoA) entitle him to stay as a non-rotational director for as long as he wishes. We do not support the appointment of directors who are not liable to retire by rotation as it creates board permanency. We believe that shareholders should get a chance to vote on the reappointment of non-executive directors on a periodic basis. SEBI in its board meeting dated 29 March 2023 has decided to amend the regulations to do away with the practice of permanent board seats by mandating periodic shareholders’ approval for any director serving on the board of a listed entity.

  5 for4 against
• TO ADVANCE ANY LOAN , GIVE ANY GUARANTEE OR TO PROVIDE ANY SECURITY TO ALL SUCH PERSON SPECIFIED UNDER SECTION 185 OF THE COMPANIES ACT, 2013

  ›Against HDFC Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • HDFC Mutual FundThere is no clarity on the details of the entities to whom the support will be extended
  • Nippon India Mutual FundInadequate disclosure
  • Sundaram Mutual FundUnder Section 185 of Companies Act, 2013, a company may advance loan/ give guarantee or provide any security in connection with any loan taken by any entity in which any of the director is interested. The company states that out of abundant caution, the board decided to seek shareholder approval under Section 185. The aggregate amount of outstanding loan/ guarantee/ security will not exceed Rs. 750.0 mn. The proposed amount will be utilised by the borrowing entity for its principal business activities. The proposed limit of Rs. 750.0 mn is ~7.3% of company’s standalone networth as on 31 March 2023. There is no clarity on the details of the entities to whom the support will be extended. The company has not specified the strategic or economic rationale to support such entities. Further, the company has not stated whether the financial assistance will be provided to the extent of the company’s shareholding. Given the lack of clarity, we do not support the resolution.

  5 for3 against

Mutual fund votes, meeting of 22 Sep 2022, 11 fund houses

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

• To receive, consider and adopt; (a) The audited standalone financial statement of the Company for the financial year ended March 31, 2022 and the Reports of the Board of Directors and the Auditors thereonn(b) The audited consolidated financial statement of the Company for the financial year ended March 31, 2022 and the Report of the Auditors thereonMoreLess

  10 for0 against
• To declare a Final dividend of Rs 2.25 (including a one-time special dividend of Rs 0.75) per equity share for the financial year ended March 31, 2022

  11 for0 against
• To appoint a Director in place of Dr. Anand M Nadkarni (DIN- 06881461), who retires by rotation and being eligible, offers himself for re-appointment

  11 for0 against
• To re-appoint M/s Gokhale & Sathe, a Firm of Chartered Accountants, (Firm Registration No. 103264W) as Statutory Auditors of the Company and to fix their remuneration

  11 for0 against
• To re-appoint Ms. Aditi Panandikar (DIN: 00179113) as Managing Director

  ›Against HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundMs. Aditi Kare Panandikar, 52, is part of the promoter family and Managing Director. We estimate her FY23 remuneration at Rs. 98.1 mn: she received Rs. 48.8 mn as remuneration for FY22. Although we support her reappointment as Managing Director, we are unable to support her remuneration terms. Apart from fixed salary, she is eligible to receive commission and performance incentive – which will be paid at the discretion of board/ NRC without any cap. Her remuneration can exceed regulatory caps (Rs. 50mn or 2.5% of profits), and will be paid to her even if profits are inadequate. The aggregate executive compensation stood at Rs. 143.5 mn for FY22, which is high for the size and scale of company’s operations. We raise concerns at the delay in seeking reappointment: Regulations require shareholder approval within three months of reappointment. Further, approval for remuneration in case of inadequate profits can be sought for only three years (instead of five years). We believe the resolution is not compliant with regulations. The company must disclose performance metrics that determine her variable pay. We raise further concern that the NRC comprises one non-executive director and two Independent Directors with board tenures well in excess of 10 years.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  8 for3 against
• To Re-appoint Mr. Sundeep V Bambolkar (DIN: 00176613) as Jt. Managing Director

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • Sundeep V Bambolkar will be paid the proposed remuneration irrespective of the company's financial performance during his tenure. • Sundeep V Bambolkar's remuneration structure is open-ended, and the
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundSundeep V Bambolkar, 61, has been associated with the group since 1982. He received Rs. 45.8 mn as remuneration for FY22: his FY23 remuneration is estimated at Rs. 90.3 mn, excluding ESOPs/ RSUs. There is no disclosure on his future entitlement of stock options. His remuneration terms are open-ended since he is eligible to receive commission and performance incentive at the discretion of board/ NRC without any cap and the approval is sought as minimum remuneration in case of inadequate profits. The executive compensation stood at Rs. 143.5 mn for FY22, which is high for the size and scale of company’s operations. We raise concerns at the delay in seeking reappointment: regulations require shareholder approval within three months of reappointment. Further, approval for remuneration in case of inadequate profits can be sought for only three years (instead of five years). We believe the resolution is not compliant with regulations. The company must disclose performance metrics that determine his variable pay. We raise further concern that the NRC comprises one non-executive director and two Independent Directors with board tenures well in excess of 10 years.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  7 for4 against
• Approval for Indoco Remedies Limited Employee Stock Option Plan – 2022

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, ITI Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme permits stock options or RSUs to be issued with an exercise price at a deep discount to the market price, as on grant date. • The exact performance targets for vesting of stock options or RSUs have not been disclosed.
  • HDFC Mutual FundESOPs/RSUs are being granted at a significant discount to market price
  • ITI Mutual FundExcessive maximum benefits
  • Nippon India Mutual FundInsufficient Information

  7 for4 against
• Approval for Grant of Stock Options and Restricted Stock Units to the Employees of Subsidiary Company, in India or outside India of the Company under Indoco Remedies Limited Employee Stock Option Plan – 2022MoreLess

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, ITI Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme permits stock options or RSUs to be issued with an exercise price at a deep discount to the market price, as on grant date. • The exact performance targets for vesting of stock options or RSUs have not been disclosed.
  • HDFC Mutual FundESOPs/RSUs are being granted at a significant discount to market price
  • ITI Mutual FundExcessive maximum benefits
  • Nippon India Mutual FundInsufficient Information

  7 for4 against
• Approval for Provision of Money by the Company for Purchase of its Own Shares by the Trust /Trustees for the benefit of Employees under Indoco Remedies Limited Employee Stock Option Plan – 2022

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, ITI Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme permits stock options or RSUs to be issued with an exercise price at a deep discount to the market price, as on grant date. • The exact performance targets for vesting of stock options or RSUs have not been disclosed.
  • HDFC Mutual FundESOPs/RSUs are being granted at a significant discount to market price
  • ITI Mutual FundExcessive maximum benefits
  • Nippon India Mutual FundInsufficient Information

  7 for4 against
• To ratify the remuneration of the Cost Auditors for the financial year 2022-23

  6 for0 against
• Holding of office or Place of Profit by Ms. Madhura Ramani

  ›Against Baroda BNP Paribas Mutual Fund, Franklin Templeton Mutual Fund, Nippon India Mutual Fund

  • Baroda BNP Paribas Mutual FundAgree on inadequate description plus what is her role in Indoco
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted: • The proposal is deemed a related-party-transaction and the proposed mandate may limit shareholders' rights to review and vote on the said transaction on a periodic basis.
  • Nippon India Mutual FundInsufficient Information

  8 for3 against

Mutual fund votes, meeting of 23 Sep 2021, 11 fund houses

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

• To receive , consider and adopt; a) The audited financial statement of the Company for the financial year ended March 31, 2021 and b) The audited consolidated financial statements of the Company for the financial year ended March 31, 2021 and the Report of the Auditors thereon.MoreLess

  11 for0 against
• To declare a dividend on equity shares for the year ended March 31, 2021

  11 for0 against
• TO APPOINT A DIRECTOR IN PLACE OF MR SUNDEEP V BAMBOLKAR (DIN 00176613), WHO RETIRES BY ROTATION AND BEING ELIGIBLE , OFFERS HIMSELF FOR RE-APPOINTMENT

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because: • Sundeep Bambolkar is an executive director serving on the audit committee; and • The board independence norms are not met and he is a non-independent director nominee.

  10 for1 against
• APPOINTMENT OF MR ABHIJIT Y GORE (DIN 00301688) AS INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF FIVE YEARS WITH EFFECT FROM 03.10.2020

  11 for0 against
• APPROVE THE REMUNERATION OF THE COST AUDITORS APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY FOR THE FY 2021-2022

  11 for0 against
• APPROVE THE REIMBURSEMENT OF THE COST AUDITORS APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY FOR THE FY 2020-2021

  3 for0 against