KRBL MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 24 Sep 2025, 6 fund houses

• To consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year 2024-25 including Balance Sheet as at March 31, 2025, the Statement of Profit and Loss and Cash Flow Statement for the Financial Year ended on that date together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundQualified financial statements; No adequate discussion by the management on the qualification raised by the statutory auditors. Further, governance concerns raised by independent director, who was an audit committee member
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundQualified financial statements. Compliant with Indian Accounting standards. Governance and Transparency concern: The Management has not adequately discussed/addressed the qualification raised by the statutory auditors. Further, there are certain governance concerns impacting the accounts raised by an Independent director of the Company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  1 for5 against
• To declare a final dividend of ₹3.50/- per equity share of face value of ₹1/- each, on 22,88,89,892 equity shares for the Financial Year 2024-25.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundQualified opinion on financial statements.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Qualified opinion on financial statements. Interlinked with resolution #1.

  2 for4 against
• To appoint a Director in place of Mr. Arun Kumar Gupta (DIN:00030127), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundGiven the ongoing ED investigation, the statutory auditors’ qualified opinion, and the recent resignation of an Independent Director citing governance lapses. When combined together, it appears that there might be potential governance lapses.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Given the ongoing ED investigation, the statutory auditors’ qualified opinion, and the recent resignation of an Independent Director citing governance lapses. When combined together, it appears that there might be potential governance lapses.

  2 for4 against
• Ratification of remuneration of Cost Auditors for the Financial Year 2025-26

  6 for0 against
• Appointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent Non-Executive Director of the Company

  6 for0 against
• Appointment of M/s. DMK Associates, Company Secretaries (Firm Registration Number: PE2006DE003100) as Secretarial Auditors of the Company.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundFailure to highlight previous non-compliance by the Company in the Secretarial Audit Report or Annual Secretarial Compliance Report.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Failure to highlight previous non-compliance by the Company in the Secretarial Audit Report or Annual Secretarial Compliance Report.

  2 for4 against
• Approval for Alteration of Memorandum of Association of the Company.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundInadequate justification for the proposed alteration.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance and Transparency Concern: Inadequate justification for the proposed alteration.

  2 for4 against

Mutual fund votes, meeting of 13 Sep 2024, 11 fund houses

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

• To consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year 2023-24 including Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and Cash Flow Statement for the Financial Year ended on that date together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundWe have relied upon the auditors' report that has a qualified opinion on the financial statements. The auditors are unable to estimate the potential impact of an alleged money laundering case on the financial statements of the company as the proceedings are still ongoing. Anoop Kumar Gupta, Joint Managing Director and part of the promoter group, was detained and released on bail by the Enforcement Directorate (ED) in relation to a money laundering investigation for alleged involvement in AgustaWestland case. Pending the completion of ongoing investigation of the above matter by regulatory authorities, the auditors are unable to obtain sufficient appropriate audit evidence that adequate internal financial controls with reference to financial statements relevant to prevention and timely detection of management override of controls were established and maintained, and if such controls operated effectively in all material respects. The auditors have also raised an emphasis of matter with respect to portion of land parcels and building, situated at Dhuri, Punjab which was attached by the Directorate of Enforcement ('ED' and the case is pending with regulatory authorities. The auditor notes that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature was not enabled at database level for accounting software used for maintaining books of accounts. Further, the auditor did not come across any instance of audit trail feature being tampered with in respect of the accounting software. Since the auditor's opinion is qualified, we do not support the resolution.
  • Bandhan Mutual FundWe have relied upon the auditors’ report that has a qualified opinion on the financial statements. The auditors are unable to estimate the potential impact of an alleged money laundering case on the financial statements of the company as the proceedings are still ongoing. Anoop Kumar Gupta, Joint Managing Director and part of the promoter group, was detained and released on bail by the Enforcement Directorate (ED) in relation to a money laundering investigation for alleged involvement in AgustaWestland case. Pending the completion of ongoing investigation of the above matter by regulatory authorities, the auditors are unable to obtain sufficient appropriate audit evidence that adequate internal financial controls with reference to financial statements relevant to prevention and timely detection of management override of controls were established and maintained, and if such controls operated effectively in all material respects. The auditors have also raised an emphasis of matter with respect to portion of land parcels and building, situated at Dhuri, Punjab which was attached by the Directorate of Enforcement (‘ED’ and the case is pending with regulatory authorities. The auditor notes that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature was not enabled at database level for accounting software used for maintaining books of accounts. Further, the auditor did not come across any instance of audit trail feature being tampered with in respect of the accounting software. Since the auditor’s opinion is qualified, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundQualified opinion on Standalone and Consolidated financial statements. Shareholders may seek clarification from the Company and vote accordingly.

  6 for4 against
• To declare a final dividend of ¿4/- per equity share of face value of ¿1/- each, on 22,88,89,892 equity shares for the Financial Year 2023-24.

  ›Against Edelweiss Mutual Fund, Nippon India Mutual Fund

  • Edelweiss Mutual FundBetter to avoid dividends till ED case is solved.
  • Nippon India Mutual FundQualified opinion on Standalone financial statements. Shareholders may seek clarification from the Company.

  8 for2 against
• To appoint a Director in place of Mr. Anil Kumar Mittal (DIN:00030100), who retires by rotation and being eligible, offers himself for re-appointment.

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

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. No concern of merit of appointee. Governance concern: Chairman & MD of the Company.

  5 for5 against
• Ratification of remuneration of Cost Auditors for the Financial Year 2024-25.

  10 for0 against
• Appointment of Mr. Ashok Pai (DIN: 06874699) as an Independent Non-Executive Director of the Company.

  10 for0 against
• Appointment of Mr. Anil Kumar Chaudhary (DIN:03256818) as an Independent Non-Executive Director of the Company.

  10 for0 against
• Re-appointment of Ms. Priyanka Sardana (DIN: 00049811) as an Independent Non-Executive Director of the Company.

  10 for0 against
• Re-appointment of Mr. Anil Kumar Mittal (DIN: 00030100) as Whole Time Executive Director (Chairperson and Managing Director) of the Company and Approval of revision in remuneration structure.

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

  • Axis Mutual FundAnil Kumar Mittal, 73, is promoter, Chairperson and Managing Director of the company. He has been associated with the company since inception. He has 48 years of experience in the rice and food processing industry. Anil Kumar Mittal was paid Rs. 28.0 mn in FY24 and based on the proposed terms we estimate his annual remuneration at Rs. 42.9 mn. While his remuneration is reasonable and commensurate with the size of business, we raise concerns that there are four promoters in executive capacity on the board and four promoters in office of profit position which is disproportionate for the size of the company. Further, the remuneration structure allows for reimbursement of medical expenses for self and family at actuals as per company policy. We believe medical expenses for entire family should be borne by the employee and not the company as the expenses are personal in nature. Further, it is unclear whether the reimbursement of travel and stay which is a part of the remuneration includes personal travel as well.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. No concern of merit of appointee. Governance concern: Chairman & MD of the Company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  3 for7 against
• Re-appointment of Mr. Arun Kumar Gupta (DIN: 00030127) as Whole Time Executive Director (Joint Managing Director) of the Company and approval of revision in remuneration structure.

  ›Against Axis Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundArun Kumar Gupta, 67, is promoter and Joint Managing Director of the company. He has been associated with the company since inception. He has attended 75% (3 out of 4) of board meetings held in FY24. He has over 42 years of experience in the rice industry. He has expertise in Basmati Paddy supply chain management and paddy milling technology. Arun Kumar Gupta was paid Rs. 31.4 mn in FY24 and based on the proposed terms we estimate his annual remuneration at Rs. 48.4 mn. While his remuneration is reasonable and commensurate with the size of business, we raise concerns that there are four promoters in executive capacity on the board and four promoters in office of profit position which is disproportionate for the size of the company. Further, the remuneration structure allows for reimbursement of medical expenses for self and family at actuals as per company policy. We believe medical expenses for entire family should be borne by the employee and not the company as the expenses are personal in nature. Further, it is unclear whether the reimbursement of travel and stay which is a part of the remuneration includes personal travel as well.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  8 for2 against
• Re-appointment of Mr. Anoop Kumar Gupta (DIN: 00030160) as Whole Time Executive Director (Joint Managing Director) of the Company and approval of revision in remuneration structure.

  ›Against Axis Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundAnoop Kumar Gupta, 65, is part of the promoter group and Joint Managing Director of the company. He has been associated with the company since inception. He has attended all four board meetings held in FY24. He has more than 38 years of experience in strategy and financial operations. We raise concerns on the allegations levelled against him and KRBL Limited by the Enforcement Directorate with respect to a money laundering case while he was Joint Managing Director. The impact of the charges/outcome of the case on his role as Joint Managing Director or time commitment needed in defending himself, is unclear. Anoop Kumar Gupta was paid Rs. 28.0 mn in FY24 and based on the proposed terms we estimate his annual remuneration at Rs. 42.9 mn. While his remuneration is reasonable and commensurate with the size of business, we raise concerns that there are four promoters in executive capacity on the board and four promoters in office of profit position which is disproportionate for the size of the company. Further, the remuneration structure allows for reimbursement of medical expenses for self and family at actuals as per company policy. We believe medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. Further, it is unclear whether the reimbursement of travel and stay which is a part of the remuneration includes personal travel as well.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundAnoop Kumar Gupta, 65, is part of the promoter group and Joint Managing Director of the company. He has been associated with the company since inception. He has attended all four board meetings held in FY24. He has more than 38 years of experience in strategy and financial operations. We raise concerns on the allegations levelled against him and KRBL Limited by the Enforcement Directorate with respect to a money laundering case while he was Joint Managing Director. The impact of the charges/outcome of the case on his role as Joint Managing Director or time commitment needed in defending himself, is unclear. Anoop Kumar Gupta was paid Rs. 28.0 mn in FY24 and based on the proposed terms we estimate his annual remuneration at Rs. 42.9 mn. While his remuneration is reasonable and commensurate with the size of business, we raise concerns that there are four promoters in executive capacity on the board and four promoters in office of profit position which is disproportionate for the size of the company. Further, the remuneration structure allows for reimbursement of medical expenses for self and family at actuals as per company policy. We believe medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. Further, it is unclear whether the reimbursement of travel and stay which is a part of the remuneration includes personal travel as well. We do not support the resolution.

  7 for3 against
• Approval for revision in remuneration structure of Ms. Priyanka Mittal (DIN: 00030479), Whole Time Executive Director of the Company.

  ›Against Axis Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundMs. Priyanka Mittal, 46, is part of the promoter group and leads the development of the flagship brand, India Gate basmati rice globally. Ms. Priyanka Mittal was paid Rs. 21.6 mn in FY24 and based on the revised terms we estimate her FY25 remuneration at Rs. 33.6 mn. While her remuneration is reasonable and commensurate with the size of business, we raise concerns that there are four promoters in executive capacity on the board and four promoters in office of profit position which is disproportionate for the size of the company. Further, the remuneration structure allows for reimbursement of medical expenses for self and family at actuals as per company policy. We believe medical expenses for entire family should be borne by the employee and not the company as the expenses are personal in nature. Further, it is unclear whether the reimbursement of travel and stay which is a part of the remuneration includes personal travel as well.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  8 for2 against
• Approval for revision in remuneration structure of Mr. Ashish Mittal, holding office or place of profit in the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundAshish Mittal is the son of CMD, Anil Kumar Mittal. He has over 15 years of experience in the rice industry and is currently involved in material handling support and improvement in quality of product, paddy cultivation. He also looks after all factory operations including seed development, procurement and production at the Gautam Budh Nagar facility. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fix remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders' approval on a periodic basis. We also raise concern that there are four promoters in an executive capacity on the board and four members of the promoter family, including Ashish Mittal in office of profit, which is disproportionate to the size of business: it may limit the company's ability to attract the right professional talent. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Ashish Mittal's experience and education is comparable to others within the same cadre.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliance with Companies Act, 2013: Prior approval not sought.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundAshish Mittal is the son of CMD, Anil Kumar Mittal. He has over 15 years of experience in the rice industry and is currently involved in material handling support and improvement in quality of product, paddy cultivation. He also looks after all factory operations including seed development, procurement and production at the Gautam Budh Nagar facility. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fix remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders’ approval on a periodic basis. We also raise concern that there are four promoters in an executive capacity on the board and four members of the promoter family, including Ashish Mittal in office of profit, which is disproportionate to the size of business: it may limit the company’s ability to attract the right professional talent. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Ashish Mittal’s experience and education is comparable to others within the same cadre. We do not support the resolution.

  2 for8 against
• Approval for revision in remuneration structure of Mr. Kunal Gupta, holding office or place of profit in the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundKunal Gupta has around 11 years of experience. He is the son of Joint Managing Director, Arun Kumar Gupta. He started working in KRBL by managing the Basmati Paddy supply chain. He is involved in the Procurement Department and leads the operations at Dhuri plant. He is responsible for the expansion and establishment of new plants. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed, and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fix remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders' approval on a periodic basis. We also raise concern that there are four members of the promoter family in an executive capacity on the board and four promoters, including Kunal Gupta in office of profit, which is disproportionate for the size of the company. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Kunal Gupta's experience and education is comparable to others within the same cadre.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliance with Companies Act, 2013: Prior approval not sought.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundKunal Gupta has around 11 years of experience. He is the son of Joint Managing Director, Arun Kumar Gupta. He started working in KRBL by managing the Basmati Paddy supply chain. He is involved in the Procurement Department and leads the operations at Dhuri plant. He is responsible for the expansion and establishment of new plants. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed, and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fix remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders’ approval on a periodic basis. We also raise concern that there are four members of the promoter family in an executive capacity on the board and four promoters, including Kunal Gupta in office of profit, which is disproportionate for the size of the company. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Kunal Gupta’s experience and education is comparable to others within the same cadre. We do not support the resolution.

  2 for8 against
• Approval for Revision in Remuneration Structure of Mr. Akshay Gupta, holding office or place of profit in the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundAkshay Gupta was appointed at the AGM held on 25 September 2012 in the office of profit. He is the son of Anoop Gupta: Joint Managing Director. He has worked in the rice industry for over eleven years. He is responsible for developing new markets for the company's products. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fixed remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders' approval on a periodic basis. We also raise concern that there are four promoters in an executive capacity on the board and four promoters, including Akshay Gupta in office of profit, which is disproportionate for the size of the company. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Akshay Gupta's experience and education is comparable to others within the same cadre.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliance with Companies Act, 2013: Prior approval not sought.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundAkshay Gupta was appointed at the AGM held on 25 September 2012 in the office of profit. He is the son of Anoop Gupta: Joint Managing Director. He has worked in the rice industry for over eleven years. He is responsible for developing new markets for the company’s products. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fixed remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders’ approval on a periodic basis. We also raise concern that there are four promoters in an executive capacity on the board and four promoters, including Akshay Gupta in office of profit, which is disproportionate for the size of the company. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Akshay Gupta’s experience and education is comparable to others within the same cadre. We do not support the resolution.

  2 for8 against
• Approval for revision in remuneration structure of Mr. Ayush Gupta, holding office or place of profit in the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundAyush Gupta was appointed at the AGM held on 25 September 2012 in the office of profit. He is the son of Anoop Gupta: Joint Managing Director and the brother of Akshay Gupta. He has been with the business for more than eleven years and has helped penetrate new distribution channels and e-commerce expantion. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed, and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fix remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders' approval on a periodic basis. We also raise concern that there are four promoters in an executive capacity on the board and four members of the promoter family, including Ayush Gupta in the office of profit, which is disproportionate for the size of the company. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Ayush Gupta's experience and education is comparable to others within the same cadre.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliance with Companies Act, 2013: Prior approval not sought.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundAyush Gupta was appointed at the AGM held on 25 September 2012 in the office of profit. He is the son of Anoop Gupta: Joint Managing Director and the brother of Akshay Gupta. He has been with the business for more than eleven years and has helped penetrate new distribution channels and e-commerce expantion. His FY24 remuneration was Rs. 6.0 mn which was entirely fixed, and we estimate his FY25 remuneration at Rs. 10.2 mn. Through this resolution, the company proposes to revise its fix remuneration and introduce a variable component at 15% of fixed pay. As per the resolution his fixed pay can increase upto 15% each year from FY26 onwards. Thus, the resolution lacks a cap on total remuneration and does not specify a tenure, allowing for potential increases in fixed and variable pay each year from FY26, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders’ approval on a periodic basis. We also raise concern that there are four promoters in an executive capacity on the board and four members of the promoter family, including Ayush Gupta in the office of profit, which is disproportionate for the size of the company. The remuneration structure allows reimbursement of medical expenses for self and family at actuals as per company policy. We believe that medical expenses for the entire family should be borne by the employee and not the company as the expenses are personal in nature. The company has not disclosed how the proposed remuneration benchmarks internally and whether Ayush Gupta’s experience and education is comparable to others within the same cadre. We do not support the resolution.

  2 for8 against

Mutual fund votes, meeting of 28 Sep 2023, 6 fund houses

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

• To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31 March, 2023 together with the Reports of the Board of Directors and Auditors thereonMoreLess

  ›Against Nippon India Mutual Fund, SBI Mutual Fund

  • Nippon India Mutual FundQualified opinion on financial statements
  • SBI Mutual FundWe have relied upon the auditors’ report, which has a qualified opinion on the standalone and consolidated financial statements. The auditors are unable to estimate the potential impact of an alleged money laundering case on the financial statements of the company as the proceedings are still ongoing. Anoop Kumar Gupta, Joint Managing Director had been detained and released on bail by the Enforcement Directorate (ED) in relation to a money laundering investigation for alleged involvement in AgustaWestland case. The ED has alleged certain allegations against KRBL, KRBL DMCC, a subsidiary and Anoop Kumar Gupta. This is why we do not support the resolution.

  4 for2 against
• To declare a final dividend of ₹1/- (100%) per equity share on 23,53,89,892 equity shares of ₹1/- each for the financial year 2022-23.

  6 for0 against
• To appoint a Director in place of Ms. Priyanka Mittal (DIN: 00030479), who retires by rotation and being eligible, offers herself for re-appointment.

  6 for0 against
• To re-appoint M/s. Walker Chandiok & Co LLP as Statutory Auditors of the company for a further term of five years

  6 for0 against
• Ratification and confirmation of remuneration of Cost Auditors for the financial year 2023-24.

  5 for0 against
• Appointment of Mr. Surinder Singh (DIN: 08200756) as an Independent Non - Executive Director of the Company.

  6 for0 against
• Approval for revision in remuneration of Ms. Priyanka Mittal, Whole Time Director of the Company

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed revision in remuneration is excessive.

  5 for1 against
• Approval for Revision in remuneration of Mr. Ashish Mittal, holding office or place of profit in the Company.

  ›Against ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • ICICI Prudential Mutual FundMr. Ashish Mittal is the son of the Chairperson and Managing Director: Anil Kumar Mittal. He has over 15 years of experience in the rice industry and has played a pivotal role in the development of resilient and high yielding seeds and in the expansion of contact farming model. He is currently involved in material handling and storage, supporting good agri-practices, improvement in quality of product, paddy cultivation devoid of pesticide. He also looks after all factory operations including seed development, procurement and production at the Gautam Budh Nagar facility. He was appointed to the office of profit in September 2008. He completed a Bachelors in Business administration from University of Northridge California in 2004. The company proposes to revise His remuneration upto Rs. 12.0 million per annum. His FY2023 remuneration was Rs. 5.2 million and FY2022 remuneration was Rs. 4.4 million. The resolution does not specify a time-period, effectively seeking approval in perpetuity. The company has not disclosed how the proposed remuneration benchmarks internally and whether Ashish Mittal’s experience and education is comparable to others within the same cadre. Hence, the AMC has voted against the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed remuneration is excessive
  • Nippon India Mutual FundRemuneration is high

  3 for3 against
• Approval for Revision in remuneration of Mr. Kunal Gupta, holding office or place of profit in the Company.

  ›Against ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • ICICI Prudential Mutual FundMr. Kunal Gupta, Head-Rice Procurement and Dhuri unit was appointed in office of profit in the AGM held on 25 September 2012. He is the son of Joint Managing Director: Arun Kumar Gupta. He started working in KRBL by Managing the Basmati Paddy supply chain. He is involved in the Procurement Department and leads the operations at Dhuri plant. He is responsible for the expansion and establishment of new plants. He has completed his BBA in Business Management from the Cox School of business Southern Methodis University in Texas. The company proposes to revise his remuneration upto Rs. 12.0 million per annum. His FY2023 remuneration was Rs. 5.2 million and FY2022 remuneration was Rs. 4.4 million. The resolution does not specify a time-period, effectively seeking approval in perpetuity. The company has not disclosed how the proposed remuneration benchmarks internally and whether Kunal Gutpa’s experience and education is comparable to others within the same cadre. Hence, the AMC has voted against the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed remuneration is excessive.
  • Nippon India Mutual FundRemuneration is high

  3 for3 against
• Approval for Revision in remuneration of Mr. Akshay Gupta, holding office or place of profit in the Company

  ›Against ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • ICICI Prudential Mutual FundMr. Akshay Gupta, Head-Bult Exports, was appointed at the AGM held on 25 September 2012 in office of profit. He is the son of Anoop Gupta: Joint Managing Director. He has worked in the rice industry for over ten years, and is well versed in forming strategic alliances, managing clients, mitigating risk, shipping logistics and sales. Akshay Gupta has completed his Management Studies in Finance and Operations Management from Kelley School of Business Indiana university. The company proposes to revise His remuneration upto Rs. 12.0 million per annum. His F20Y23 remuneration was Rs. 5.2 million and FY2022 remuneration was Rs. 4.4 million. The resolution does not specify a time-period, effectively seeking approval in perpetuity. The company has not disclosed how the proposed remuneration benchmarks internally and whether Akshay Gupta’s experience and education is comparable to others within the same cadre. Hence, the AMC has voted against the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed remuneration is excessive
  • Nippon India Mutual FundRemuneration is high

  3 for3 against
• Approval for Revision in remuneration of Mr. Ayush Gupta, holding office or place of profit in the Company

  ›Against ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • ICICI Prudential Mutual FundMr. Ayush Gupta, Head – Domestic Division, was appointed at the AGM held on 25 September 2012 in office of profit. He is the son of Anoop Gupta: Joint Managing Director and the brother of Akshay Gupta. He has been with the business for over ten years and has helped penetrate new distribution channels and was involved in driving sales and marketing. He also expanded into e-commerce. He has completed B.Sc in Marketing and operations Management from Kelley School of Business from Indiana University. The company proposes to revise His remuneration upto Rs. 12.0 million per annum. His FY2023 remuneration was Rs. 5.2 million and FY2022 remuneration was Rs. 4.4 million. The resolution does not specify a time-period, effectively seeking approval in perpetuity. The company has not disclosed how the proposed remuneration benchmarks internally and whether Ayush Gupta’s experience and education is comparable to others within the same cadre. Hence, the AMC has voted against the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed remuneration is excessive
  • Nippon India Mutual FundRemuneration is high

  3 for3 against

Mutual fund votes, meeting of 26 Sep 2022, 3 fund houses

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

• To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31 March 2022, together with the Reports of the Board of Directors and Auditors thereon.nMoreLess

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundQualified opinion on standalone and consolidated financial statements

  2 for1 against
• To declare a final dividend of Rs. 3.50 (350%) per equity share on 23,53,89,892 equity shares of Rs. 1/- each for the financial year 2021-22.n

  3 for0 against
• To appoint a Director in place of Mr. Anoop Kumar Gupta (DIN: 00030160), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against ICICI Prudential Mutual Fund, Nippon India Mutual Fund

  • ICICI Prudential Mutual FundMr. Anoop Kumar Gupta is the Managing Director and has been on the board since March 1993. He attended all five board meetings held in FY2022 and retires by rotation. Enforcement Directorate has raised allegations against him and KRBL Ltd with respect to a money laundering case while he was the Joint Managing Director. The impact of the charges/outcome of the case on his role as Joint Managing Director or time commitment needed in defending himself, is unclear. Hence, the AMC has voted against the resolution.
  • Nippon India Mutual FundInsufficient information

  1 for2 against
• Ratification and confirmation of remuneration of Cost Auditors for the financial year 2022-23.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow audit fees

  1 for1 against
• Re-appointment of Ms. Priyanka Mittal (DIN: 00030479) as Whole Time Director of the Company and Revision in Remuneration

  3 for0 against

Mutual fund votes, meeting of 30 Sep 2021, 3 fund houses

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

• To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31 March 2021, together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundQualified financial statement - Auditors were unable to estimate potential impact of alleged money laundering case

  2 for1 against
• To declare a final dividend of Rs. 3.50 (350%) per equity share on 23,53,89,892 equity shares of Rs. 1/- each for the financial year ended 31 March 2021.

  3 for0 against
• To appoint a Director in place of Mr. Arun Kumar Gupta (DIN: 00030127), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundAlleged allegations on KRBL Limited and its subsidiary with respect to money laundering case when he was joint Managing Director

  2 for1 against
• Ratification and confirmation of remuneration of Cost Auditors for the financial year 2021-22.

  2 for0 against

Mutual fund votes, meeting of 30 Sep 2020, 4 fund houses

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

• To consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31 March 2020, together with the Reports of the Board of Directors and Auditors thereonMoreLess

  2 for0 against

  2 abstained

• To confirm payment of Interim Dividend of Rs. 2.80 per equity share on 23,53,89,892 equity shares of Re. 1 each for the financial year ended 31 March 2020

  2 for0 against

  2 abstained

• To appoint a Director in place of Mr. Anil Kumar Mittal (DIN: 00030100), who retires by rotation and being eligible, offers himself for re-appointment

  2 for0 against

  2 abstained

• Appointment of Ms. Priyanka Sardana (DIN: 00049811) as an Independent Non-Executive Director who was appointed as an Additional Director

  2 for0 against

  2 abstained

• Revision in remuneration of Ms. Priyanka Mittal (DIN: 00030479), Whole Time Director of the Company

  2 for0 against

  2 abstained

• Revision in remuneration of Mr. Ashish Mittal, holding office or place of profit in the Company

  2 for0 against

  2 abstained

• Revision in remuneration of Mr. Kunal Gupta, holding office or place of profit in the Company

  2 for0 against

  2 abstained

• Revision in remuneration of Mr. Akshay Gupta, holding office or place of profit in the Company

  2 for0 against

  2 abstained

• Revision in remuneration of Mr. Ayush Gupta, holding office or place of profit in the Company

  2 for0 against

  2 abstained