K.P.R. Mill CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 21 Apr 2025, 26 fund houses

• Re-appointment of Mr. KPD Sigamani (DIN:00003744) as Managing Director of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundNon-Compliance : Prior shareholder approval not obtained for continuation beyond 70 years. and Governance Concern: Skewed Remuneration in favour of promoters. No absolute cap on variable pay. Non-compliant Board w.r.t. Section 152 of the Companies Act, 2013.
  • Axis Mutual Fund, Bank of India Mutual FundKPD Sigamani, 71, is promoter and Managing Director of KPR Mills Limited. He heads the export activities of the company. He received FY24 remuneration of Rs. 57.2 mn, of which Rs. 50.0 mn was commission. We estimate his maximum annual remuneration at Rs. 260.9 mn (including commission of Rs. 252.8 mn), which is high for the business size and not in line with peers. His remuneration term consists of a commission of 2.5% of net profits which is uncapped. We note that his commission was previously capped at Rs. 50.0 mn, this cap has been removed from the remuneration structure effective 1 April 2024. As per the 1HFY25 stock exchange filings, the audit-committee approved value of his remuneration (as a related party transaction) has increased to Rs. 250.0 mn from Rs. 57.2 mn – this indicates a potential for significantly higher remuneration compared to the earlier terms. 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 could be much higher over his tenure. Given the open-ended structure and high potential remuneration, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern on the merits of proposed appointee. Non-Compliant: Prior shareholder approval not obtained for continuation beyond 70 years. Governance Concern: Skewed Remuneration in favour of promoters. No absolute cap on variable pay. Non-compliant Board w.r.t. Section 152 of the Companies Act, 2013.
  • Baroda BNP Paribas Mutual FundNon-Compliant: Prior shareholder approval not obtained for continuation beyond 70 years.
  • HDFC Mutual FundMr. KPD Sigamani, 71, is promoter and Managing Director of KPR Mills Limited. He heads the export activities of the company. His proposed remuneration is high considering the size and scale of business. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted in view of the following concerns in the executives' remuneration: • The commission element lack an absolute cap, and thus board retains significant discretion in determining the total pay outcome. • At the upper end of the proposed remuneration terms, the pay quantum is deemed to be aggressively positioned compared to peers and not commensurate to the size and scale of company's operations.
  • ICICI Prudential Mutual FundKPD Sigamani is promoter and Managing Director of KPR Mills Limited. He received FY24 remuneration of Rs. 57.2 mn, of which Rs. 50.0 mn was commission. His remuneration term consists of a commission of 2.5% of net profits which is uncapped which was previously capped at Rs. 50.0 mn, this cap has been removed from the remuneration structure effective 1 April 2024. As per the 1HFY25 stock exchange filings, the audit-committee approved value of his remuneration (as a related party transaction) has increased to Rs. 250.0 mn from Rs. 57.2 mn – this indicates a potential for significantly higher remuneration compared to the earlier terms. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration. Given the open-ended structure and high potential remuneration,Hence, the AMC has voted against the resolution.
  • LIC Mutual FundSES Section 196 (3) of Companies Act, 2013 stated that No company shall appoint or continue the employment of any person as managing director, whole-time director or manager who (a) is below the age of twenty-one years or has attained the age of seventy years. Provided that appointment of a person who has attained the age of seventy years may be made by passing a special resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundPrior approval of shareholders not obtained.
  • UTI Mutual FundKPD Sigamani, 71, is promoter and Managing Director of KPR Mills Limited. He heads the export activities of the company. His remuneration term consists of a commission of 2.5% of net profits. We note that his commission was previously capped at Rs. 50.0 mn, this cap has been removed from the remuneration structure effective 1 April 2024. As per the 1HFY25 stock exchange filings, the audit-committee approved value of his remuneration (as a related party transaction) has increased to Rs. 250.0 mn from Rs. 57.2 mn – this indicates a potential for significantly higher remuneration compared to the earlier terms. 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 could be much higher over his tenure. While we raise no concerns pertaining to the reappointment, given the open-ended structure and high potential remuneration, we are unable to support the resolution.

  8 for18 against
• Re-appointment of Mr. P. Nataraj (DIN: 00229137) as Managing Director of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Skewed Remuneration in favour of promoters. No absolute cap on variable pay. Non-compliant Board w.r.t. Section 152 of the Companies Act, 2013.
  • Axis Mutual Fund, Bank of India Mutual FundP Nataraj, 66, is promoter and Managing Director of KPR Mills Limited. He handles cotton procurement, yarn marketing and financial management. He received FY24 remuneration of Rs. 57.2 mn, of which Rs. 50.0 mn was commission. We estimate his maximum annual remuneration at Rs. 260.9 mn (including commission of Rs. 252.8 mn), which is high for the business size and not in line with peers. His remuneration term consists of a commission of 2.5% of net profits which is uncapped. We note that his commission was previously capped at Rs. 50.0 mn, this cap has been removed from the remuneration structure effective 1 April 2024. As per the 1HFY25 stock exchange filings, the audit-committee approved value of his remuneration (as a related party transaction) has increased to Rs. 250.0 mn from Rs. 57.2 mn – this indicates a potential for significantly higher remuneration compared to the earlier terms. 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 could be much higher over his tenure. Given the open-ended structure and high potential remuneration, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundRe-appointment compliant with law. No concern on the merits of proposed appointee. Governance Concern: Skewed Remuneration in favour of promoters. No absolute cap on variable pay. Non-compliant Board w.r.t. Section 152 of the Companies Act, 2013.
  • HDFC Mutual FundMR. P Nataraj, 66, is promoter and Managing Director of KPR Mills Limited. He handles cotton procurement, yarn marketing and financial management. His proposed remuneration is high considering the size and scale of business. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted in view of the following concerns in the executives' remuneration: • The commission element lack an absolute cap, and thus board retains significant discretion in determining the total pay outcome. • At the upper end of the proposed remuneration terms, the pay quantum is deemed to be aggressively positioned compared to peers and not commensurate to the size and scale of company's operations.
  • ICICI Prudential Mutual FundP Nataraj, 66, is promoter and Managing Director of KPR Mills Limited. He received FY24 remuneration of Rs. 57.2 mn, of which Rs. 50.0 mn was commission. His remuneration term consists of a commission of 2.5% of net profits which is uncapped. His commission was previously capped at Rs. 50.0 mn, this cap has been removed from the remuneration structure effective 1 April 2024. As per the 1HFY25 stock exchange filings, the audit-committee approved value of his remuneration (as a related party transaction) has increased to Rs. 250.0 mn from Rs. 57.2 mn – this indicates a potential for significantly higher remuneration compared to the earlier terms. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration. Given the open-ended structure and high potential remuneration, voting against. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
  • UTI Mutual FundP Nataraj, 66, is promoter and Managing Director of KPR Mills Limited. He handles cotton procurement, yarn marketing and financial management. His remuneration term consists of a commission of 2.5% of net profits which is uncapped. We note that his commission was previously capped at Rs. 50.0 mn, this cap has been removed from the remuneration structure effective 1 April 2024.As per the 1HFY25 stock exchange filings, the audit-committee approved value of his remuneration (as a related party transaction) has increased to Rs. 250.0 mn from Rs. 57.2 mn – this indicates a potential for significantly higher remuneration compared to the earlier terms. 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 could be much higher over his tenure. While we raise no concerns pertaining to the reappointment, we are unable to support the resolution given the open-ended structure and high potential remuneration.

  10 for16 against
• Re-appointment of Mr. P. Selvakumar (DIN: 07228760) as Whole-time Director of the Company

  26 for0 against
• Appointment of Mr. M.V. Jeganathan (DIN: 10722925) as an Independent Director of the Company

  26 for0 against

Mutual fund votes, meeting of 22 Jul 2024, 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 year ended 31st March 2024

  19 for0 against
• Declaration of Dividend

  21 for0 against
• Re-appointment of Mr. E.K. Sakthivel (DIN: 01876822) Director retires by rotation

  21 for0 against
• Ratification of remuneration of Cost Auditor

  20 for0 against

Mutual fund votes, meeting of 2 May 2024, 24 fund houses

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

• APPOINTMENT OF MR.M.ALAGIRISWAMY (DIN: 02112350) AS AN INDEPENDENT DIRECTOR

  23 for0 against
• APPOINTMENT OF MR.R.SRIDHARAN (DIN: 00018356) AS AN INDEPENDENT DIRECTOR

  23 for0 against
• APPOINTMENT OF MR.K.THANGAVELU (DIN: 08993868) AS AN INDEPENDENT DIRECTOR

  23 for0 against
• APPOINTMENT OF MR.K.V.RAMANANDA RAO (DIN: 09170522) AS AN INDEPENDENT DIRECTOR

  23 for0 against
• REMOVAL OF CAP ON COMMISSION PAYABLE TO MR. K.P.RAMASAMY, EXECUTIVE CHAIRMAN OF THE COMPANY

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundK.P. Ramasamy, 74, is promoter and Executive Chairperson of KPR Mills Limited. He received a remuneration of Rs. 57.2 mn in FY23, of which Rs. 50.0 mn was commission. We have estimated his FY24 remuneration on the same lines at Rs. 57.2 mn based on the previous terms wherein his commission was at 2.5% of net profits subject to a cap of Rs. 50.0 mn. The company now proposes to remove the cap of Rs. 50.0 mn from the commission component and pay him a flat commission of 2.5% of net profits. On the bases of the proposed terms, we estimate his FY25 remuneration at Rs. 163.6 mn of which Rs. 155.7 mn is commission at 2.5% of standalone annualized 9MFY24 PBT (assuming FY25 profits at FY24 levels). 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 could be much higher over his tenure. The removal of an absolute cap on his remuneration is a deterioration in practice.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Skewed remuneration and no absolute cap on the variable pay.
  • Baroda BNP Paribas Mutual Fundcommission of 2.5% of net profit is significantly higher compared to the existing cap of Rs5cr which is sought to be removed
  • Edelweiss Mutual FundRemoval of total renumeration cap not desirable
  • HDFC Mutual FundAs profitability increases, remuneration could be much higher over the tenure.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • K. P. Ramasamy's proposed remuneration structure is open-ended, and the board retains significant discretion in determining his total pay outcome. • At the upper end of his proposed remuneration terms, the pay quantum is considered high as compared to peers and not commensurate the size and scale of company's operations.
  • ICICI Prudential Mutual FundMr. K.P. Ramasamy is promoter and Executive Chairperson of KPR Mills Limited. He received a remuneration of Rs. 57.2 million in FY2023, of which Rs. 50.0 million was commission. As per the current terms, his commission is at 2.5% of net profits subject to a cap of Rs. 50.0 million. The company now proposes to remove the cap of Rs. 50.0 million from the commission component and pay him a flat commission of 2.5% of net profits. Therefore, as profitability increases, remuneration could be much higher over his tenure than previously paid. The removal of an absolute cap on his remuneration is a deterioration in practice. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundK.P. Ramasamy, 74, is promoter and Executive Chairperson of KPR Mills Limited. He received a remuneration of Rs. 57.2 mn in FY23, of which Rs. 50.0 mn was commission. We have estimated his FY24 remuneration on the same lines at Rs. 57.2 mn based on the previous terms wherein his commission was at 2.5% of net profits subject to a cap of Rs. 50.0 mn. The company now proposes to remove the cap of Rs. 50.0 mn from the commission component and pay him a flat commission of 2.5% of net profits. On the bases of the proposed terms, we estimate his FY25 remuneration at Rs. 163.6 mn of which Rs. 155.7 mn is commission at 2.5% of standalone annualized 9MFY24 PBT (assuming FY25 profits at FY24 levels). 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 could be much higher over his tenure. The removal of an absolute cap on his remuneration is a deterioration in practice
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Zerodha Mutual FundSkewed remuneration. No absolute cap on variable pay.

  5 for18 against
• REMOVAL OF CAP ON COMMISSION PAYABLE TO MR. KPD SIGAMANI, MANAGING DIRECTOR OF THE COMPANY

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundKPD Sigamani, 70, is promoter and Managing Director of KPR Mills Limited. He received a remuneration of Rs. 57.2 mn in FY23, of which Rs. 50.0 mn was commission. We have estimated his FY24 remuneration on the same lines at Rs. 57.2 mn based on the previous terms wherein his commission was at 2.5% of net profits subject to a cap of Rs. 50.0 mn. The company now proposes to remove the cap of Rs. 50.0 mn from the commission component and pay him a flat commission of 2.5% of net profits. On the bases of the proposed terms, we estimate his FY25 remuneration at Rs. 163.6 mn of which Rs. 155.7 mn is commission at 2.5% of standalone annualized 9MFY24 PBT (assuming FY25 profits at FY24 levels). 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 could be much higher over his tenure. The removal of an absolute cap on his remuneration is a deterioration in practice.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Skewed remuneration and no absolute cap on the variable pay.
  • Baroda BNP Paribas Mutual Fundcommission of 2.5% of net profit is significantly higher compared to the existing cap of Rs5cr which is sought to be removed
  • Edelweiss Mutual FundRemoval of total renumeration cap not desirable
  • HDFC Mutual FundAs profitability increases, remuneration could be much higher over the tenure.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concern in the executive's remuneration: • KPD Sigamani's proposed remuneration structure is open-ended, and the board retains significant discretion in determining his total pay outcome. • At the upper end of his proposed remuneration terms, the pay quantum is considered high as compared to peers and not commensurate the size and scale of company's operations
  • ICICI Prudential Mutual FundMr. KPD Sigamani, is promoter and Managing Director of KPR Mills Limited. He received a remuneration of Rs. 57.2 million in FY2023, of which Rs. 50.0 million (capped) was commission and his estimated remuneration for FY2024 on the same lines would be at INR 57.2 million. As per the current terms, his commission is at 2.5% of net profits subject to a cap of Rs. 50.0 million. The company now proposes to remove the cap of Rs. 50.0 million from the commission component and pay him a flat commission of 2.5% of net profits. Therefore, as profitability increases, remuneration could be much higher over his tenure than previously paid. The removal of an absolute cap on his remuneration is a deterioration in practice. Hence, the AMC has voted against this resolution.
  • Invesco Mutual FundKPD Sigamani, 70, is promoter and Managing Director of KPR Mills Limited. He received a remuneration of Rs. 57.2 mn in FY23, of which Rs. 50.0 mn was commission. We have estimated his FY24 remuneration on the same lines at Rs. 57.2 mn based on the previous terms wherein his commission was at 2.5% of net profits subject to a cap of Rs. 50.0 mn. The company now proposes to remove the cap of Rs. 50.0 mn from the commission component and pay him a flat commission of 2.5% of net profits. On the bases of the proposed terms, we estimate his FY25 remuneration at Rs. 163.6 mn of which Rs. 155.7 mn is commission at 2.5% of standalone annualized 9MFY24 PBT (assuming FY25 profits at FY24 levels). 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 could be much higher over his tenure. The removal of an absolute cap on his remuneration is a deterioration in practice
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Zerodha Mutual FundSkewed remuneration. No absolute cap on variable pay.

  5 for18 against
• REMOVAL OF CAP ON COMMISSION PAYABLE TO MR. P.NATARAJ, MANAGING DIRECTOR OF THE COMPANY

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundP Nataraj, 66, is promoter and Managing Director of KPR Mills Limited. He received a remuneration of Rs. 57.2 mn in FY23, of which Rs. 50.0 mn was commission. We have estimated his FY24 remuneration on the same lines at Rs. 57.2 mn based on the previous terms wherein his commission was at 2.5% of net profits subject to a cap of Rs. 50.0 mn. The company now proposes to remove the cap of Rs. 50.0 mn from the commission component and pay him a flat commission of 2.5% of net profits. On the bases of the proposed terms, we estimate his FY25 remuneration at Rs. 163.6 mn of which Rs. 155.7 mn is commission at 2.5% of standalone annualized 9MFY24 PBT (assuming FY25 profits at FY24 levels). 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 could be much higher over his tenure. The removal of an absolute cap on his remuneration is a deterioration in practice.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Skewed remuneration and no absolute cap on the variable pay.
  • Baroda BNP Paribas Mutual FundCcommission of 2.5% of net profit is significantly higher compared to the existing cap of Rs5cr which is sought to be removed
  • Edelweiss Mutual FundRemoval of total renumeration cap not desirable
  • HDFC Mutual FundAs profitability increases, remuneration could be much higher over the tenure.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concern in the executive's remuneration: • P. Nataraj's proposed remuneration structure is open-ended, and the board retains significant discretion in determining his total pay outcome. • At the upper end of his proposed remuneration terms, the pay quantum is considered high as compared to peers and not commensurate the size and scale of company's operations.
  • ICICI Prudential Mutual FundMr. P Nataraj is promoter and Managing Director of KPR Mills Limited. He received a remuneration of INR 57.2 million in FY2023, of which Rs. 50.0 million (capped) was commission. His FY2024 estimated remuneration on the same lines would be INR 57.2 million. As per the current terms, his commission is at 2.5% of net profits subject to a cap of Rs. 50.0 million. The company now proposes to remove the cap of Rs. 50.0 million from the commission component and pay him a flat commission of 2.5% of net profits. Therefore, as profitability increases, remuneration could be much higher over his tenure than previously paid. The removal of an absolute cap on his remuneration is a deterioration in practice. Hence, the AMC has voted against this resolution.
  • Invesco Mutual FundP Nataraj, 66, is promoter and Managing Director of KPR Mills Limited. He received a remuneration of Rs. 57.2 mn in FY23, of which Rs. 50.0 mn was commission. We have estimated his FY24 remuneration on the same lines at Rs. 57.2 mn based on the previous terms wherein his commission was at 2.5% of net profits subject to a cap of Rs. 50.0 mn. The company now proposes to remove the cap of Rs. 50.0 mn from the commission component and pay him a flat commission of 2.5% of net profits. On the bases of the proposed terms, we estimate his FY25 remuneration at Rs. 163.6 mn of which Rs. 155.7 mn is commission at 2.5% of standalone annualized 9MFY24 PBT (assuming FY25 profits at FY24 levels). 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 could be much higher over his tenure. The removal of an absolute cap on his remuneration is a deterioration in practice
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Zerodha Mutual FundSkewed remuneration. No absolute cap on variable pay.

  5 for19 against

Mutual fund votes, meeting of 28 Jul 2023, 19 fund houses

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

• Adoption of Audited Financial Statement for the year ended 31st March 2023

  16 for0 against
• Declaration of Dividend

  18 for0 against
• Re-appointment of Mr. C.R.Anandakrishnan (DIN: 00003748) Director retires by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  17 for1 against
• Ratification of remuneration of Cost Auditor

  18 for0 against
• Regularisation of the appointment of Additional Director Mrs.V.Bhuvaneshwari as Woman Independent Director

  ›Against Bandhan Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual FundNo concern has been appointed on the merit of proposed appointee. Governance concern: Mrs. V. Bhuvaneshwari is the daughter of Sri. K.N.V. Ramani, erstwhile ID. Position appears to be an ex-officio position.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundHigh number of Directorships
  • Sundaram Mutual Fund, Taurus Mutual FundMs. V Bhuvaneshwari, 61, is a Senior Partner, Ramani & Shankar Advocates. She has over 36 years of experience in Corporate and Allied Laws including SEBI, NBFC and FEMA Regulations. Her experience covers structuring domestic and cross-border joint ventures, collaborations, acquisitions, takeovers, technology transfers, IPOs, FPOs, Rights Issues, re-structuring, and re-organization of business ventures. She holds a Bachelor of Law and a Bachelor of Commerce Degree. V. Bhuvaneshwari serves on the board of four listed companies (including KPR Mill Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as a Senior Partner at Ramani & Shankar Advocates, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. Therefore, while she is well qualified, we do not support her appointment.

  11 for8 against

Mutual fund votes, meeting of 23 Aug 2022, 15 fund houses

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

• Adoption of Audited Financial Statement for the year ended 31st March 2022

  13 for0 against
• Declaration of Dividend

  14 for0 against
• Re-appointment of Mr. P. Selvakumar, Director retires by rotation

  14 for0 against
• Re-appointment of Statutory Auditors of the Company

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInadequate disclosure

  13 for1 against
• Ratification of remuneration of Cost Auditor

  14 for0 against
• Alteration of Articles of Association of the Company

  14 for0 against

Mutual fund votes, meeting of 21 Apr 2022, 15 fund houses

• RE-APPOINTMENT OF MR.K.P.RAMASAMY AS EXECUTIVE CHAIRMAN

  15 for0 against