Laxmi Organic Industries CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 6 Dec 2025, 6 fund houses

• Re-Appointment of Dr. Rajeev Vaidya (DIN 05208166) as an Independent Director of the Company for the 2nd Term of 3 Years.

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

  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of the proposed appointee. Non-Compliance w.r.t Companies Act, 2013: Prior approval of shareholders not obtained for re-appointment as an ID.

  2 for4 against
• Approval for the Variation in the Objects of the Qualified Institutional Placement (QIP) Issue as stated in the Placement Document dated October 10, 2023

  6 for0 against

Mutual fund votes, meeting of 31 Jul 2025, 7 fund houses

• To receive, consider and adopt (a) the Audited Standalone Financial Statement of the Company for the financial year ended March 31, 2025, the reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2025, the reports of the Auditors thereonMoreLess

  7 for0 against
• To declare final dividend on equity shares

  7 for0 against
• To appoint Director in place of Mr. Rajeev Goenka (DIN: 00059346) who retires by rotation and being eligible, offers himself for re-appointment

  7 for0 against
• To appoint Director in place of Dr. Rajan Venkatesh (DIN: 10057058), Managing Director & CEO who retires by rotation and being eligible, offers himself for reappointment

  7 for0 against
• To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2026

  7 for0 against
• To consider and approve the appointment of the Secretarial Auditors

  7 for0 against
• To consider and approve the re-appointment of Mr. Harshvardhan Goenka, Executive Director (DIN: 08239696)

  ›Against Mirae Asset Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  6 for1 against
• To consider and approve the revision in the remuneration of Dr. Rajan Venkatesh, Managing Director & CEO (DIN 10057058) for the Financial Year 2025-26

  ›Against Mirae Asset Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  6 for1 against
• To consider and approve the revision in the remuneration of Mr. Ravi Goenka, Executive Chairman and Wholetime Director (DIN 00059267) for the Financial Year 2025-26

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

  • Angel One Mutual FundNon-Disclosure of information as mentioned in Secretarial Standard - 2 in the Explanatory Statement forming part of the Notice. Governance Concern: Holds combined position of Executive Director and Chairman, which may lead to concentration of power in the hands of a single individual; No absolute cap on variable pay and unfettered power to the Nomination & Remuneation Committee/ Board.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of Mr. Goenka. Non-Compliance under the Companies Act & SS-2 Requirement: Non-Disclosure of information as mentioned in Secretarial Standard - 2 in the Explanatory Statement forming part of the Notice. Governance Concern: Holds combined position of Executive Director and Chairman, which may lead to concentration of power in the hands of a single individual; No absolute cap on variable pay and unfettered power to the NRC/ Board.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  2 for5 against
• To consider and approve for extending benefits of Laxmi Employees Stock Option Scheme – 2024 (“Laxmi ESOP 2024”) to the employees of subsidiary/associate company(ies)

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

  • Angel One Mutual FundTransparency Concern: Inadequate disclosure regarding maximum options that may be granted to single employee. Governance Concern: Benefit extended to Associate Company(ies) without any justification and no provision for reimbursement of cost to be incurred by the Company.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Transparency Concern: Inadequate disclosure regarding maximum options that may be granted to single employee. Governance Concern: Benefit extended to Associate Company(ies) without any justification and no provision for reimbursement of cost to be incurred by the Company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • quant Mutual Fund: Related to the approval for extending benefits of the company’s employees stock option scheme to the employees of subsidiary/ associates. Compliant with the law. Transparency concern: Inadequate disclosure regarding maximum options that may be granted to single employee. Governance concern: Benefit extended to associate companies without any justification and no provision for reimbursement of cost to be incurred by the company.

  1 for6 against

Mutual fund votes, meeting of 30 Jul 2024, 9 fund houses

• To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended March 31, 2024 together with the Reports of the Directors and Auditors thereonMoreLess

  9 for0 against
• To declare Final Dividend on Equity shares

  9 for0 against
• To appoint Director in place of Mr. Ravi Goenka (DIN: 00059267) who retires by rotation and being eligible, offers himself for re-appointment

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundReappointment is compliant with law. Governance Concern: Combined position of Executive Chairman; No absolute cap on variable pay.

  6 for3 against
• To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2025

  9 for0 against
• To consider and approve the appointment of Mr. Manish Chokhani (DIN: 00204011) as Non-Executive Non-Independent Director

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with Law. Governance Concern: No cooling off period served before appointment as NED-NID post completion of two terms as an ID.
  • Nippon India Mutual FundNo cooling off period served before appointment as NED-NID post completion of two terms as an ID.

  5 for4 against
• To approve the revision in the remuneration of Mr. Harshvardhan Goenka, Executive Director – Business Development & Strategy (DIN: 08239696) for the Financial Year 2024-25

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

  • Axis Mutual FundHarshvardhan Goenka, 35, is part of the promoter group. The proposed remuneration of Rs. 35.1 mn appears high when benchmarked internally within the company: his FY24 remuneration at Rs. 29.7 was higher than that paid to the CFO (Rs 27.2 mn), a professional with more experience. The company must explain how his remuneration is benchmarked to employees with similar experience. Further, his FY25 remuneration includes a performance linked incentive, which can exceed the proposed amount of Rs. 5.14 mn without shareholder approval and will be paid at the board’s discretion. We raise concern that while shareholder approval is being sought for his remuneration that includes performance pay to the extent of Rs. 5.14 mn for FY25, the resolution allows flexibility to the NRC to pay him higher variable pay without shareholder approval – a practice that was already followed for FY24. Executive compensation aggregated Rs. 254.0 mn in FY24, aggregating over 17% of employee benefit expenses and around ~15% of consolidated Profit before tax which is high. The NRC must consider tempering overall executive remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Nippon India Mutual FundRemuneration is high

  6 for3 against
• To consider and approve the revision in the remuneration of Dr. Rajan Venkatesh, Managing Director & CEO (DIN: 10057058) for the Financial Year 2024-25

  ›Against Axis Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundDr. Rajan Venkatesh is the Managing Director and CEO of the company since April 2023. Rajan Venkatesh was paid Rs. 121.6 mn in FY24. We estimate Rajan Venkatesh’s FY25 pay at Rs. 123.8 mn, including fair value of ESOPs. We are unable to support the resolution as we believe, at Rs. 123.8 mn, his remuneration is high for the company’s size and business. Further, his remuneration includes a performance linked incentive, which can exceed the approved amount at the board’s discretion based on individual and company performance. Executive compensation aggregated Rs. 254.0 mn in FY24, aggregating over 17% of employee benefit expenses and around ~15% of consolidated Profit before tax which is high. The NRC must consider tempering overall executive remuneration. Greater accountability for the remuneration in terms of performance expectations must also be set and disclosed to shareholders.
  • Nippon India Mutual FundRemuneration is high

  7 for2 against
• To consider and approve the re-appointment of Mr. Ravi Goenka, Executive Chairman & Whole-time Director (DIN 00059267)

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

  • Axis Mutual FundRavi Goenka, 62, is promoter and Executive Chairperson of the company. He has been associated with the company since inception. Ravi Goenka received Rs. 103.2 mn as remuneration in FY24. His estimated remuneration for FY25 at Rs. 105.1 mn is high and not commensurate with the size and scale of business. Since 2020, his aggregate remuneration has been pegged between 3.3% and 7.0% of consolidated profits. Independent of the remuneration structure proposed in the resolution, based on past trends, we expect his future remuneration to be greater than ~5% of profit before tax. Executive compensation aggregated Rs. 254.0 mn in FY24, aggregating over 17% of employee benefit expenses and around ~15% of consolidated Profit befor tax which is high. The NRC must consider tempering overall executive remuneration. Greater accountability for the remuneration in terms of performance expectations must also be set and disclosed to shareholders. Further, the remuneration structure contains reimbursement of medicals expenses for self and family without any ceiling limit. We believe these expenses are personal in nature and should be borne by the directors themselves. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund: Reappointment is compliant with law. Governance Concern: Combined position of Executive Chairman; No absolute cap on variable pay.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Nippon India Mutual FundNo absolute cap on variable pay

  3 for6 against
• To consider and approve Laxmi Employee Stock Option Scheme 2024’ (“Laxmi ESOP 2024”)

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

  • Axis Mutual FundAs per the plan, the company proposes to issue 4,250,000 stock options to employees of the company which will result in a dilution of ~1.52% on the expanded capital base. The scheme will be implemented via fresh issuance of shares. The NRC in its sole and absolute discretion can determine the vesting criteria which may include performance-based or time-based conditions. The exercise price will be determined by NRC; however it will not be below 70% of the average share price of the company implying a 30% discount. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. 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. If the stock options are granted at a significant discount, there is no alignment the interests of investors and those of employees. We believe as a good practice companies should grant stock options at market price or the options should have a performance based vesting with clearly defined performance metrics. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundScheme is compliant with law. Transparency Concern: No clarity on Maximum option to single employee.
  • Edelweiss Mutual FundWill lead to dilution
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Nippon India Mutual FundLack of clarity

  2 for7 against
• To consider and approve the appointment of Mr. Vijay Ratnaparkhe (DIN: 03211521) as an Independent Director

  9 for0 against

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

• APPOINTMENT OF MR. ARUN TODARWAL (DIN 00020916) AS AN INDEPENDENT DIRECTOR

  8 for0 against

Mutual fund votes, meeting of 3 Aug 2023, 8 fund houses

• To receive, consider and adopt (a) the audited financial statement of the Company for the financial year ended March 31, 2023, the reports of the Board of Directors and auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2023, the reports of the auditors thereonMoreLess

  8 for0 against
• To declare a final dividend on equity shares

  8 for0 against
• To appoint Director in place of Mr. Harshvardhan Goenka (DIN: 08239696) who retires by rotation and being eligible, offers himself for re-appointment

  8 for0 against
• To appoint Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundNon-Compliant with SEBI LODR Regulation: Non-Disclosure of Basis of recommendation, Credentials of Auditor and proposed remuneration of the auditors
  • Nippon India Mutual FundInadequate disclosure

  6 for2 against
• To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2024

  8 for0 against
• To approve the revision in the remuneration of Mr. Harshvardhan Goenka, Executive Director - Business Development & Strategy (DIN 08239696) for the financial year 2023-24

  ›Against Axis Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundHarshvardhan Goenka, 34, is a part of the promoter group. He was designated as Executive Director Business Development and Strategy in November 2020. He was paid a remuneration of Rs. 23.0 mn in FY23.Given Harshvardhan Goenka's limited experience, the proposed remuneration of Rs. 25.3 mn is high. His FY23 remuneration is comparable to that paid to the CFO (Rs 23.71 mn), a professional with more experience. The company must explain how his remuneration is benchmarked to employees with similar experience. Further, his remuneration includes a performance linked incentive, which is not capped in absolute amounts and will be paid at the board's discretion.
  • Nippon India Mutual FundRemuneration is high
  • SBI Mutual FundHarshvardhan Goenka, 34, is a part of the promoter group. He was designated as Executive Director Business Development and Strategy in November 2020. He was paid a remuneration of Rs. 23.0 mn in FY23.Given Harshvardhan Goenka’s limited experience, the proposed remuneration of Rs. 25.3 mn is high. His FY23 remuneration is comparable to that paid to the CFO (Rs 23.71 mn), a professional with more experience. The company must explain how his remuneration is benchmarked to employees with similar experience. Further, his remuneration includes a performance linked incentive, which is not capped in absolute amounts and will be paid at the board’s discretion.

  5 for3 against
• To consider and approve the revision in the remuneration of Mr. Ravi Goenka, Chairman and Managing Director (DIN 00059267)

  ›Against Axis Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundRavi Goenka, 61, is the promoter and the Chairperson and Managing Director. Ravi Goenka received Rs. 92.3 mn as remuneration in FY23. His estimated proposed remuneration for FY24 at Rs. 102.0 mn is high in comparison to peers and not commensurate with the size and scale of business. Further, the remuneration structure allows him to receive remuneration upto 5% of net profit: which is high. The company must cap the commission and remuneration payable to him in absolute amounts.
  • Motilal Oswal Mutual FundRevision in remuneration Compliant with law. Governance Concern: Executive Chairman, Skewed remuneration
  • Nippon India Mutual FundRemuneration is high

  4 for4 against
• To Consider and approve the request received from Sarawgi Family for removing their name from Promoter & Promoter Group and reclassifying them as Public Shareholders

  8 for0 against

Mutual fund votes, meeting of 6 Jun 2023, 8 fund houses

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

• APPOINTMENT OF DR. RAJAN VENKATESH (DIN: 10057058) AS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundThe company seeks to appoint Rajan Venkatesh as MD and CEO for five years from 3 April 2023. He will be subject to retirement by rotation. Rajan Venkatesh was previously associated with BASF for over nineteen years. We estimate his FY24 pay at Rs. 137.0 mn, including fair value of ESOPs. Rajan Venkatesh joins Laxmi Organics Industries from BASF, where he served for over nineteen years. Given his past experience in specialty chemicals industry, we support Rajan Venkatesh's appointment as Director and MD/ CEO. However, we are unable to support the resolution as we believe, at Rs. 137.0 mn, his remuneration is high for the company's size and is not comparable to industry peers. Including the proposed pay to Rajan Venkatesh, the total pay to Executive Directors aggregates to 14.7% of FY23 PBT which is substantially higher than the peers. The company should have disclosed the performance metrics that determine his variable pay and should have sought separate approvals for his appointment and remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Nippon India Mutual FundInsufficient information
  • SBI Mutual FundThe company seeks to appoint Rajan Venkatesh as MD and CEO for five years from 3 April 2023. He will be subject to retirement by rotation. Rajan Venkatesh was previously associated with BASF for over nineteen years. We estimate his FY24 pay at Rs. 137.0 mn, including fair value of ESOPs. Rajan Venkatesh joins Laxmi Organics Industries from BASF, where he served for over nineteen years. Given his past experience in specialty chemicals industry, we support Rajan Venkatesh’s appointment as Director and MD/ CEO. However, we are unable to support the resolution as we believe, at Rs. 137.0 mn, his remuneration is high for the company’s size and is not comparable to industry peers. Including the proposed pay to Rajan Venkatesh, the total pay to Executive Directors aggregates to 14.7% of FY23 PBT which is substantially higher than the peers. The company should have disclosed the performance metrics that determine his variable pay and should have sought separate approvals for his appointment and remuneration.

  4 for4 against
• TO APPROVE CHANGE IN DESIGNATION OF MR. RAVI GOENKA (DIN 00059267) AS WHOLE TIME DIRECTOR

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundSkewed remuneration

  7 for1 against
• TO CONSIDER AND APPROVE THE RAISING OF FUNDS TROUGH ISSUANCE OF EQUITY SHARES OR DEBT THROUGH ANY MODE

  8 for0 against
• TO AUTHORISE THE COMPANY TO BORROW IN EXCESS OF LIMIT SPECIFIED U/S 180(1)(C)

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundGeneric justification

  6 for1 against
• TO AUTHORISE THE COMPANY TO CREATE CHARGE/MORTGAGE ON THE MOVABLE AND IMMOVABLE ASSETS OF THE COMPANY, BOTH PRESENT AND FUTURE U/S 180(1)(A)

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundGeneric justification

  7 for1 against