Jubilant Pharmova MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 29 Aug 2025, 19 fund houses

• To receive, consider and adopt: (a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the Report of the Auditors thereon.MoreLess

  19 for0 against
• To declare a Dividend of Rs. 5 per equity share of the face value of Re. 1 each for the Financial Year ended March 31, 2025.

  19 for0 against
• To appoint a Director in place of Mr. Shyam S. Bhartia [DIN: 00010484], who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against Angel One Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Chairman related to Managing Director, may lead to concentration of power.
  • Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Chairman related to Managing Director, may lead to concentration of power
  • Nippon India Mutual FundGovernance concern: Chairman related to Executive Director, may lead to concentration of power.

  12 for7 against
• To appoint a Director in place of Mr. Priyavrat Bhartia [DIN: 00020603], who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against Angel One Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance concern: Excessive time commitments.
  • Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance concern: Excessive time commitments
  • Nippon India Mutual FundGovernance concern: Excessive time commitments

  12 for7 against
• To appoint M/s. Sanjay Grover & Associates, Practising Company Secretaries as Secretarial Auditor for a term of upto five (5) consecutive financial years.

  19 for0 against

Mutual fund votes, meeting of 24 Jul 2025, 16 fund houses

• Approval for Sale and Transfer of the Active Pharmaceutical Ingredients (API) Business of the Company (“Undertaking”) on a Slump Sale Basis to Jubilant Biosys Limited (JBL), a Wholly-Owned Subsidiary Company.MoreLess

  16 for0 against

Mutual fund votes, meeting of 30 Aug 2024, 12 fund houses

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

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

  11 for0 against
• To declare a Dividend of ¿ 5 per equity share of the face value of ¿1 each for the Financial Year ended March 31, 2024

  11 for0 against
• 3. To appoint a Director in place of Mr. Arvind Chokhany [DIN: 06668147], who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Inadequate disclosure of exercise period and exercise price. Governance concern: Accelerated Vesting; Inadequate disclosure of vesting period; Excessive benefit may be extended to an individual employee.

  10 for1 against
• 4. To appoint a Director in place of Mr. Arjun Shankar Bhartia [DIN: 03019690], who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundArjun Shanker Bhartia, 37, is a part of the promoter family and the Joint Managing Director of the company since June 2023. He has been on board since 23 May 2017 and served as Non-Executive Director on the board of Jubilant Pharmova Ltd. from May 2017 till May 2023. He has attended all five board meetings held in FY24. Including Arjun Bhartia, the board comprises four executive directors and four promoters, which is excessive for the size of business. We also raise concerns over the excessive level of family remuneration. The total promoter remuneration in FY24 aggregated to Rs. 435.8 mn on a consolidated level which was ~26% of consolidated Profit Before tax. The total promoter remuneration is significantly high for the size of business. Hence, we are unable to support his reappointment.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual FundCompliant with law. Governance Concern: Skewed remuneration in favor of proposed appointee.
  • ICICI Prudential Mutual FundArjun Shanker Bhartia, 37, is a part of the promoter family and the Joint Managing Director of the company since June 2023. He has been on board since 23 May 2017 and served as Non-Executive Director on the board of Jubilant Pharmova Ltd. from May 2017 till May 2023. He has attended all five board meetings held in FY2024. Including Arjun Bhartia, the board comprises four executive directors and four promoters, which is excessive for the size of business. We also raise concerns over the excessive level of family remuneration. The total promoter remuneration in FY2024 aggregated to Rs. 435.8 mn on a consolidated level which was ~26% of consolidated Profit Before tax. The total promoter remuneration is significantly high for the size of business. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundArjun Shanker Bhartia, 37, is a part of the promoter family and the Joint Managing Director of the company since June 2023. He has been on board since 23 May 2017 and served as Non-Executive Director on the board of Jubilant Pharmova Ltd. from May 2017 till May 2023. He has attended all five board meetings held in FY24. No concern has been identified with the time commitment of the Director. However, no clarity is given on the remuneration of the Director considering the age and qualification of the Director. Hence voting against.
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Inadequate disclosure of exercise period and exercise price. Governance concern: Accelerated Vesting; Inadequate disclosure of vesting period; Excessive benefit may be extended to an individual employee.
  • Nippon India Mutual FundSkewed remuneration in favor of proposed appointee.

  3 for8 against

Mutual fund votes, meeting of 23 Aug 2024, 11 fund houses

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

• Appointment of Dr. Ramakrishnan Arul (DIN: 08236356) as Director of the Company

  9 for0 against
• Appointment of Dr. Ramakrishnan Arul (DIN: 08236356) as a Whole-time Director of the Company

  11 for0 against
• Approval for amendment of Jubilant Pharmova Employees Stock Option Plan 2018 and adoption of an amended and restated Employees Stock Option Plan 2018

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company has an existing ESOP scheme - ESOP 2018, under which upto 3.0 mn stock options can be issued. The proposed amendments to ESOP 2018 allow grant of restricted stock units (RSUs) to employees of the company and its subsidiaries and also clarify details on the RSU grants and additional details on treatment of options/RSUs on termination and disability. Notwithstanding, under ESOP 2018 scheme, the exercise price continues to be at the discretion of the Nomination and Remuneration Committee. Of the ~1.4 mn options granted between FY22 - FY24, ~1.3 mn were granted at face value of Re. 1.0. If stock options are granted at face value of Re.1.0, it represents a discount of 99.9% to the current market price of Rs. 861.0 (closing price as on 9 August 2024). We do not favour ESOP/RSU schemes where there is no clarity on the exercise price, or the options 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 – the company has clarified that vesting is performance based – however, we expect granular performance metrics and targets, which are still unclear. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. Options or RSUs issued at a deep discount to market price must have performance-based vesting with clear disclosures on targets to align the interest of investors and employees. In case of ESOP 2018, the exact performance targets and targets are unclear. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Inadequate disclosure of exercise period and exercise price. Governance concern: Accelerated Vesting; Inadequate disclosure of vesting period; Excessive benefit may be extended to an individual employee.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Kotak Mahindra Mutual FundThe proposed amendments to ESOP 2018 allow grant of restricted stock units (RSUs) to employees of the company and its subsidiaries. Under ESOP 2018 scheme, the exercise price continues to be at the discretion of the Nomination and Remuneration Committee. Of the ~1.4 mn options granted between FY22 - FY24, ~1.3 mn were granted at face value of Re. 1.0. If stock options are granted at face value of Re.1.0, it represents a discount of 99.9% to the current market price of Rs. 861.0 (closing price as on 9 August 2024). We do not favour ESOP/RSU schemes where there is no clarity on the exercise price, or the options are granted at a significant discount to market price. In case of ESOP 2018, the exact performance targets and targets are unclear. Therefore, we do not support the resolution.

  2 for7 against
• Approval for grant of employee stock options and/or restricted stock units to the employees of the subsidiary companies of the company under the amended and restated Jubilant Pharmova Employees Stock Option Plan 2018.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundOur view is linked to resolution #3.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Inadequate disclosure of exercise period and exercise price. Governance concern: Accelerated Vesting; Inadequate disclosure of vesting period; Excessive benefit may be extended to an individual employee.
  • Edelweiss Mutual FundAdequate information nt gven
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Kotak Mahindra Mutual FundNo concern has been identified in Approving the grant of options under amended Jubilant Pharmova Employees Stock Option Plan 2018 (ESOP 2018) to employees of subsidiary companies. However, our view is linked to resolution #4.

  2 for8 against

Mutual fund votes, meeting of 26 Jun 2024, 8 fund houses

• Re-appointment of Mr. Arvind Chokhany (DIN:06668147) as a Whole-time Director (designated as Group Chief Financial Officer and Whole-time Director) of the Company

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund

  • Edelweiss Mutual FundTwo resolutions mixed in one.
  • HDFC Mutual FundThe structure and the proposed quantum of remuneration has not been disclosed

  6 for2 against
• Appointment of Dr. Harsh Mahajan (DIN: 00824227)nas an Independent Director of the Companyn

  8 for0 against
• Appointment of Ms. Shivpriya Nanda (DIN: 01313356)nas an Independent Director of the Companyn

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment is compliant with law. Governance Concern: Prolonged Association.
  • Edelweiss Mutual FundNo relevant experience.
  • Nippon India Mutual FundProlonged association

  3 for5 against

Mutual fund votes, meeting of 25 Jan 2024, 6 fund houses

• Appointment of Mr. Jinang Pratap Parekh (DIN:10366075) as Director of the Company - Ordinary Resolution

  6 for0 against
• Appointment of Mr. Jinang Pratap Parekh [DIN:10366075] as a Whole-time Director of the Company – - Special Resolution

  6 for0 against