IPCA Laboratories CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 8 Dec 2024, 1 fund house

• 1. a.Adoption of Audited Financial Statements for the financial year ended 31st March, 2024, Reports of the Board of Directors and Auditors thereon. b.Adoption of Audited Consolidated Financial Statements for the financial year ended on 31st March, 2024 and Report of the Auditors thereon. 2. To declare / confirm the payment of dividend on the equity shares for the financial year ended 31st March, 2024. 3. To appoint a Director in place of Mr. Ajit Kumar Jain (DIN 00012657), who retires by rotation, and being eligible offers himself for re-appointment. 4. To appoint a Director in place of Mr. Pranay Godha (DIN 00016525), who retires by rotation, and being eligible offers himself for re-appointment. 5. Re-appointment of Mr. Ajit Kumar Jain (DIN 00012657) as Managing Director and remuneration payable to him 6. To consider appointment of Mr. Vivek Shiralkar (DIN 00340316) as an Independent Director of the Company for a period of five consecutive years from 29th May, 2024 to 28th May, 2029. 7. Ratification of remuneration payable to Cost Auditors.MoreLess

  1 for0 against

Mutual fund votes, meeting of 13 Aug 2024, 26 fund houses

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

• 1 - a. Adoption of Audited Financial Statements for the financial year ended 31st March, 2024, Reports of the Board of Directors and Auditors thereon.nb. Adoption of Audited Consolidated Financial Statements for the financial year ended on 31st March, 2024 and Report of the Auditors thereon.MoreLess

  25 for0 against
• To declare / confirm the payment of dividend on the equity shares for the financial year ended 31st March, 2024.

  25 for0 against
• To appoint a Director in place of Mr. Ajit Kumar Jain (DIN 00012657), who retires by rotation, and being eligible offers himself for re-appointment.

  25 for0 against
• 4 - To appoint a Director in place of Mr. Pranay Godha (DIN 00016525), who retires by rotation, and being eligible offers himself for re-appointment.

  25 for0 against
• 5 - Re-appointment of Mr. Ajit Kumar Jain (DIN 00012657) as Managing Director and remuneration payable to him.

  25 for0 against
• 6 - To consider appointment of Mr. Vivek Shiralkar (DIN 00340316) as an Independent Director of the Company for a period of five consecutive years from 29th May, 2024 to 28th May, 2029.

  25 for0 against
• 7 - Ratification of remuneration payable to Cost Auditors.

  24 for0 against

Mutual fund votes, meeting of 28 Mar 2024, 27 fund houses

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

• To consider re-appointment of Mr. Kamal Kishore Seth (DIN 00194986) as an Independent Director for 2nd term of five consecutive years with effect from 29th March, 2024 till 28th March, 2029 and continuation in his appointment even though he has already attained the age of 75 years on 12th May, 2020MoreLess

  26 for0 against
• To consider appointment of Dr. (Ms.) Swati Arvind Patankar (DIN 06594600) as an Independent Director of the Company for a period of five consecutive years from 14th February, 2024 to 13th February, 2029MoreLess

  26 for0 against
• To consider and approve Ipca Laboratories Ltd. – Employees Stock Option Scheme 2024 (Ipca ESOS 2024) for grant of stock options to eligible employees of the Company.

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundThe dilution under ESOP 2024 will be 2.0% on the expanded capital base. Under ESOS 2024, the exercise price can be at a discount of upto 65% to the market price. We do not favour ESOP schemes where options are granted at a significant discount to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at deep discount. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance based parameters. In case of ESOS 2024, vesting is primarily linked to continuation of employment and the Nomination and Remuneration Committee may determine performance parameters for vesting at its own discretion.
  • DSP Mutual Fund, Sundaram Mutual FundThe dilution under ESOP 2024 will be 2.0% on the expanded capital base. Under ESOS 2024, the exercise price can be at a discount of upto 65% to the market price. We do not favour ESOP schemes where options are granted at a significant discount (greater than 20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at deep discount. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance based parameters. In case of ESOS 2024, vesting is primarily linked to continuation of employment and the Nomination and Remuneration Committee may determine performance parameters for vesting at its own discretion. Hence, we are unable to support the resolution.
  • Edelweiss Mutual FundWill lead to dilution
  • Franklin Templeton Mutual FundA vote AGAINST the resolution is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the current market price. • The exact performance targets for vesting have not been disclosed.
  • HDFC Mutual FundESOPs are being granted at a discount to market price
  • HSBC Mutual Fundvote AGAINST the resolution is warranted because: The scheme permits stock options to be issued with an exercise price at a discount to the current market price. The exact performance targets for vesting have not been disclosed.
  • Invesco Mutual FundThe dilution under ESOP 2024 will be 2.0% on the expanded capital base. Under ESOS 2024, the exercise price can be at a discount of upto 65% to the market price. We do not favour ESOP schemes where options are granted at a significant discount (greater than 20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at deep discount. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance based parameters. In case of ESOS 2024, vesting is primarily linked to continuation of employment and the Nomination and Remuneration Committee may determine performance parameters for vesting at its own discretion. Hence, we are unable to support the resolution
  • Kotak Mahindra Mutual FundThe dilution under ESOP 2024 will be 2.0% on the expanded capital base. Under ESOS 2024, the exercise price can be at a discount of upto 65% to the market price. Issuance of stock options at a significant discount to market price does not align the interests of shareholders. Hence voting against.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Nippon India Mutual FundStock options could be granted at a significant discount

  15 for11 against

Mutual fund votes, meeting of 10 Aug 2023, 18 fund houses

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

• a.Adoption of Audited Financial Statements for the financial year ended 31st March, 2023, Reports of the Board of Directors and Auditors thereon.nb.Adoption of Audited Consolidated Financial Statements for the financial year ended on 31st March, 2023 and Report of the Auditors thereon.MoreLess

  18 for0 against
• 2 - To confirm the payment of Interim Dividend of Rs. 4/- per equity share as final dividend for the financial year ended 31st March, 2023.

  18 for0 against
• 3 - To appoint a Director in place of Mr. Prashant Godha (DIN 00012759), who retires by rotation, and being eligible offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because Prashant Godha is an executive director serving on the audit committee. The board independence norms are not met, and Prashant Godha is a non independent director nominee.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: Prashant Godha is an executive director serving on the audit committee. The board independence norms are not met (based on our reclassification), and Prashant Godha is a non-independent director nominee.

  16 for2 against
• 4 - To appoint a Director in place of Mr. Premchand Godha (DIN 00012691), who retires by rotation, and being eligible offers himself for re-appointment.

  ›Against Motilal Oswal Mutual Fund, PPFAS Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Holding position of Executive Chairman.
  • PPFAS Mutual FundMr. Premchand Godha is father of Mr. Pranay Godha, MD and CEO; and brother of Mr. Prashant Godha, Executive Director. Mr. Premchand is Executive Chairman of the Company, however, combining the position of WTD with that of the Board chairman may result in concentration of powers in the hands of a single person

  16 for2 against
• 5 - Re-appointment of Mr. Pranay Godha (DIN 00016525) as Managing Director and remuneration payable to him

  18 for0 against
• 6 - Approval to Ipca Laboratories Ltd. – Employees Stock Option Scheme 2023 (Ipca ESOS 2023) to eligible employees / Wholetime Directors of the Company.

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundThe dilution under ESOS 2023 will be 2.0% on the expanded capital base. Under ESOS 2023, the exercise price can be at a discount of 75% to the market price. We do not favour ESOP schemes where options are granted at a significant discount (of more than 20%) to the market price. 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. In case of ESOS 2023, Nomination and Remuneration Committee has the discretion to determine performance based parameters for vesting; there is no disclosure on such parameters. Issuance of stock options at a discount to market price does not align the interests of shareholders with those of employees, unless the options vest based on clear performance based parameters. We do not support the resolution.
  • Edelweiss Mutual FundAdequate info not given
  • Franklin Templeton Mutual FundA vote AGAINST thIS resolution is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the current market price. • The exact performance targets for vesting have not been disclosed.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:- The scheme permits stock options to be issued with an exercise price at a discount to the current market price.- The exact performance targets for vesting have not been disclosed.
  • Kotak Mahindra Mutual FundThe dilution under ESOS 2023 will be 2.0% on the expanded capital base. Under ESOS 2023, the exercise price can be at a discount of up to 75% to the market price. Maximum number of ESOP that can be awarded to one employee is limited to 100,000. 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. In case of ESOS 2023, Nomination and Remuneration Committee has the discretion to determine performance based parameters for vesting, there is no disclosure on such parameters. Issuance of stock options at a steep discount to market price does not align the interests of shareholders with those of employees, unless the options vest based on clear performance based parameters.

  10 for8 against
• 7 - Approval to Ipca Laboratories Ltd. – Employees Stock Option Scheme 2023 (Ipca ESOS 2023) to eligible employees / Wholetime Directors of holding / subsidiary companies.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundOur view is linked to resolution #6.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on scheme in relation to employees of Company and also subsidiaries however, Governance Concern: ESOP Scheme proposed to be extended to Holding Company without compelling reasons
  • Edelweiss Mutual FundAdequate info not given
  • Franklin Templeton Mutual FundA vote AGAINST thIS resolution is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the current market price. • The exact performance targets for vesting have not been disclosed.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:- The scheme permits stock options to be issued with an exercise price at a discount to the current market price.- The exact performance targets for vesting have not been disclosed.
  • Kotak Mahindra Mutual FundThe company has not provided adequate justification on extending the ESOP scheme to the employees of holding company. Voting against due to lack of transparency. Also it is linked to resolution #6.
  • Nippon India Mutual FundInsufficient information
  • PPFAS Mutual FundCompany is extending the benefit to the holding company of IPCA Labs however there is no holding company currently. Without any compelling reasons it is unfair to provide umbrella approval for granting stock options to employees of holding company

  6 for12 against
• 8 - Ratification of remuneration payable to Cost Auditors.

  17 for0 against

Mutual fund votes, meeting of 30 Mar 2023, 20 fund houses

• Appointment of Mr. Premchand Godha (DIN: 00012691) as Whole-time Director designated as Executive Chairman of the Company

  ›Against Bandhan Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual FundCompliant with law. Governance concern: Holding position of Executive Chairman
  • Invesco Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundPremchand Godha, 76, is the first-generation promoter and CMD of the company. He wishes to relinquish his role as Managing Director and instead continue as Executive Chairperson of the company. We estimate his FY23 and FY24 remuneration in the range of Rs. 126.0 - 147.0 mn and Rs. 138.6 - 161.7 mn respectively. Basis the proposed terms, his maximum remuneration over his term can go upto Rs. 210.0 mn per annum. While we support his appointment, we do not support the resolution since at Rs. 210.0 mn, his remuneration is high for company’s size and is not comparable to peers. The company must cap his overall compensation at reasonable levels. Further, given that he is relinquishing his role as MD, it is unclear why his proposed remuneration terms entitle him for a higher remuneration compared to his existing terms. We also expect the company to provide granular clarity on the performance metrics that determine his variable pay. Variable pay for all whole-time directors has been linked to the annual salary, instead of company’s performance.
  • Nippon India Mutual FundInsufficient information
  • PPFAS Mutual FundNo concern has been identified with respect to the profile, time commitment, proposed remuneration and attendance of Mr. Premchand Godha. However, combining the position of ED with that of the Board chairman may result in concentration of powers

  14 for6 against
• Re-designation of Mr. Ajit Kumar Jain (DIN 00012657) as the Managing Director of the Company for the remainder period of his tenure of appointment..

  20 for0 against
• Re-designation of Mr. Pranay Godha (DIN 00016525) as the Managing Director and CEO of the Company for the remainder period of his tenure of appointment.

  20 for0 against

Mutual fund votes, meeting of 4 Dec 2022, 19 fund houses

• Appointment of Dr. Narendra Mairpady (DIN: 00536905) as an Independent Director of the Company

  19 for0 against