Vedant Fashions MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 9 Mar 2025, 19 fund houses

• Enhancement of the existing limit under Section 186 of the Companies Act, 2013

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

  • Edelweiss Mutual Fund, Groww Mutual FundCompliant with Law. Governance & Transparency Concern: Inadequate disclosures w.r.t. the particulars of the proposed loans/ investments/ guarantee transactions; Enabling approval.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted given there is sufficient headroom available under the existing limit and the details relating to the investments to be made by the company has not been made available
  • Motilal Oswal Mutual Fund"Compliant with Law. Governance & Transparency Concern: Inadequate disclosures w.r.t. the particulars of the proposed loans/ investments/ guarantee transactions; Enabling approval."
  • Nippon India Mutual FundInadequate disclosure

  14 for5 against

Mutual fund votes, meeting of 30 Aug 2024, 20 fund houses

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

• Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31,2024 and the Reports of the Board of Directors and Auditors thereon

  20 for0 against
• Adoption of Audited Consolidated Financial Statements of the Company for the financial year ended March 31,2024 and the of the Auditors thereon

  20 for0 against
• Declaration of Dividend

  3 for0 against
• Re-appointment of Mrs. Shilpi Modi, as a Director liable to retire by rotation

  20 for0 against
• Approval for contlnuation of appointment of Mr. Sunish Sharma as Non-Executive Director of the Company

  20 for0 against

Mutual fund votes, meeting of 24 Aug 2023, 18 fund houses

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

• Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 and the Reports of the Board of Directors and Auditors thereon.

  17 for0 against
• Adoption of Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 and the Report of the Auditors thereon.

  18 for0 against
• Declaration of Dividend

  4 for0 against
• Re-appointment of Mr. Ravi Modi, as a Director liable to retire by rotation

  ›Against PGIM India Mutual Fund

  • PGIM India Mutual FundCompliant with law. Governance concern: Holding combined position of Chairman & MD.

  17 for1 against
• Approval for payment of remuneration to Mr. Sunish Sharma, Non-Executive Director of the Company.

  18 for0 against
• Approval for alteration of the Articles of Association of the Company

  18 for0 against

Mutual fund votes, meeting of 8 Sep 2022, 13 fund houses

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

• Adoption of Audited (both Standalone Consolidated) Financial Statements of the Company for the financial year ended March 31,2022 and the Reports of the Board of Directors and Auditors thereon

  13 for0 against
• Declaration of Dividend

  4 for0 against
• Re-appointment of Mrs. Shilpi Modi, as a Director liable to retire by rotation

  13 for0 against
• Appointment of Auditor

  1 for0 against
• Approval for Related Party Transaction pertaining to appointment of Mr. Vedant Modi to the office or place of profit in the Company

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund

  • Axis Mutual FundVedant Modi, 23, is part of the promoter group. The proposed remuneration is high for his qualifications and experience – it benchmarks to the remuneration of the company’s Chief Financial Officer, who has significantly more work experience.
  • Edelweiss Mutual FundRelated party
  • Invesco Mutual FundVedant Modi, 23, is part of the promoter group: he is Shilpi Modi’s and Ravi Modi’s son. He holds a bachelor’s degree from University College, London. We believe he does not have sufficient experience to be the Chief Marketing Officer of a listed company, and therefore do not support the resolution. The proposed remuneration at Rs. 5 mn, inclusive of a Rs. 1 mn variable pay, is high for his qualifications and experience – it benchmarks to the remuneration of the company’s Chief Financial Officer, who has significantly more work experience
  • Kotak Mahindra Mutual FundVedant Modi, 23 (Promoter) is currently the Chief Marketing Officer of the Company since last two years. He has played an integral role in brand building and digital marketing of the company. While we support his appointment as the Chief Marketing Officer.The remuneration proposed to be paid is close to an 100% increase from the earlier year.The company has not provided reasonable rationale a higher percentage increase in remuneration. Also the age and experience is not comparable to the proposed remuneration, hence voting .
  • Mahindra Manulife Mutual FundVedant Modi, 23, is part of the promoter group: he is Shilpi Modi’s and Ravi Modi’s son. He holds a bachelor’s degree from University College, London. We believe he does not have sufficient experience to be the Chief Marketing Officer of a listed company, and therefore do not support the resolution. The proposed remuneration at Rs. 5 mn, inclusive of a Rs. 1 mn variable pay, is high for his qualifications and experience – it benchmarks to the remuneration of the company’s Chief Financial Officer, who has significantly more work experience.

  7 for5 against
• Ratification of the Employee Stock Option Scheme

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundWe do not favour schemes where the exercise price is at a significant discount to market price.
  • Bank of India Mutual Fund, Mahindra Manulife Mutual FundUnder the proposed scheme, 1,500,422 stock options are available for grant. The exercise price will be at the discretion of the NRC, which allows the company to grant these stock options at deep discounts – including at face value. We do not favour schemes where the exercise price is at a significant discount to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected if the options are issued at a significant discount.
  • Invesco Mutual FundUnder the proposed scheme, 1,500,422 stock options are available for grant. The exercise price will be at the discretion of the NRC, which allows the company to grant these stock options at deep discounts – including at face value. We do not favour schemes where the exercise price is at a significant discount to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected if the options are issued at a significant discount
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price

  7 for5 against
• Ratification of extension of benefits of the Employee Stock Option Scheme to the employees of the Group Companies

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundWe do not favour schemes where the exercise price is at a significant discount to market price.
  • Bank of India Mutual Fund, Mahindra Manulife Mutual FundThrough a separate resolution, the company proposes to extend the scheme to the employees its holding company/subsidiaries/associate companies/group companies. Our views on this resolution #7 is linked to resolution #6. While we support the grant of stock options to unlisted subsidiaries, the company must clarify the rationale of extending the scheme to employees of the holding company and associate companies.
  • Invesco Mutual FundThrough a separate resolution, the company proposes to extend the scheme to the employees its holding company/subsidiaries/associate companies/group companies. Our views on this resolution #7 is linked to resolution #6. While we support the grant of stock options to unlisted subsidiaries, the company must clarify the rationale of extending the scheme to employees of the holding company and associate companies
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price

  8 for5 against