Metro Brands MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 6 Mar 2025, 25 fund houses

• Appointment of Mr. Bhaskar Bhat (DIN: 00148778) as a Non- Executive Independent Director of the Company

  25 for0 against
• Appointment of Ms. Radhika Dilip Piramal (DIN: 02105221) as a Non- Executive Independent Director of the Company

  25 for0 against

Mutual fund votes, meeting of 19 Sep 2024, 24 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 standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2024, together with the reports of the Board of Directors and the Auditors thereon.MoreLess

  23 for0 against
• To confirm the payment of Interim Dividend of Rs. 2.75/- per share of Rs. 5/- each on Equity Shares already paid, and to consider and declare Final Dividend of Rs. 2.25/- per share of Rs. 5/- each on Equity Shares for the Financial Year ended March 31, 2024.MoreLess

  23 for0 against
• To appoint a Director in place of Mr. Utpal Hemendra Sheth (DIN: 00081012), who retires by rotation and being eligible, offers his candidature for re-appointment.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board independence norms are not met (as per ISS reclassification) and Utpal Sheth is a non-independent director nominee.

  22 for1 against
• To approve amended and restated Articles of Association of the Company.

  ›Against Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundGovernance Concern: Provision to appoint Alternate Directors; Rights to investor to appoint/nominate director undermines the role of Nomination and Remuneration Committee.

  17 for6 against
• To approve transition and re-designation of Mr. Rafique Abdul Malik (DIN: 00521563), Executive Chairman to Non-Executive Chairman for a period of three years with effect from September 19, 2024 and his remuneration.MoreLess

  ›Against Axis Mutual Fund, Bajaj Finserv 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, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundRafique AbdulMalik, 73, is founder, promoter and Executive Chairperson of the company. He has been associated with the company since incorporation. The company had reappointed him as Executive Chairperson for five years from 1 April 2022 and now the company seeks to redesignate him as non-Executive Chairperson at a maximum remuneration of Rs. 100.0 mn per annum. Amendments to SEBI's LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution - Rafique Abdul Malik will attain 75 years of age on 31 October 2025: we do not consider age to be a criterion for board directorships. We support the redesignation and his continuation on the board but are unable to support the resolution. The company has stated he shall be paid within the limits of Rs. 100.0 mn as remuneration. His remuneration is significantly high when compared to peers. Further, we believe his proposed aggregate compensation at Rs. 100.0 mn is likely to be comparable to Executive remuneration. We believe such structures create disruptions in the chain of command at an organization.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concerns on merit of appointee. Governance Concern: Proposed remuneration is excessive; Chairman related to Executive Director.
  • Bank of India Mutual Fund, Sundaram Mutual FundRafique AbdulMalik, 73, is founder, promoter and Executive Chairperson of the company. He has been associated with the company since incorporation. The company had reappointed him as Executive Chairperson for five years from 1 April 2022 and now the company seeks to redesignate him as non-Executive Chairperson at a maximum remuneration of Rs. 100.0 mn per annum. Amendments to SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – Rafique Abdul Malik will attain 75 years of age on 31 October 2025: we do not consider age to be a criterion for board directorships. We support the redesignation and his continuation on the board but are unable to support the resolution. The company has stated he shall be paid within the limits of Rs. 100.0 mn as remuneration. His remuneration is significantly high when compared to peers. Further, we believe his proposed aggregate compensation at Rs. 100.0 mn is likely to be comparable to Executive remuneration. We believe such structures create disruptions in the chain of command at an organization.
  • Baroda BNP Paribas Mutual FundNo concerns identified on capability, competency and governance. Mr Malik has been responsible for scaling up the business.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The proposed pay structure of Rafique Abdul Malik comprises a fixed element, which is more indicative of an executive role within the company. • The proposed quantum of remuneration is deemed high for a non-executive role. • The board independence norms are not met (as per ISS reclassification) and Rafique Abdul Malik is a non-independent director nominee.
  • Invesco Mutual FundRafique AbdulMalik, 73, is founder, promoter and Executive Chairperson of the company. He has been associated with the company since incorporation. The company had reappointed him as Executive Chairperson for five years from 1 April 2022 and now the company seeks to redesignate him as non-Executive Chairperson at a maximum remuneration of Rs. 100.0 mn per annum. Amendments to SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – Rafique Abdul Malik will attain 75 years of age on 31 October 2025: we do not consider age to be a criterion for board directorships. We support the redesignation and his continuation on the board but are unable to support the resolution. The company has stated he shall be paid within the limits of Rs. 100.0 mn as remuneration. His remuneration is significantly high when compared to peers. Further, we believe his proposed aggregate compensation at Rs. 100.0 mn is likely to be comparable to Executive remuneration. We believe such structures create disruptions in the chain of command at an organization
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • WhiteOak Capital Mutual FundRafique AbdulMalik, 73, is founder, promoter and Executive Chairperson of the company. He has been associated with the company since incorporation. The company had reappointed him as Executive Chairperson for five years from 1 April 2022 and now the company seeks to redesignate him as non-Executive Chairperson at a maximum remuneration of Rs. 100.0 mn per annum. Amendments to SEBI’s LODR require directors having attained the age of seventy_x0002_five to be appointed by shareholders through a special resolution – Rafique Abdul Malik will attain 75 years of age on 31 October 2025: we do not consider age to be a criterion for board directorships. We support the redesignation and his continuation on the board but are unable to support the resolution. The company has stated he shall be paid within the limits of Rs. 100.0 mn as remuneration. His remuneration is significantly high when compared to peers. Further, we believe his proposed aggregate compensation at Rs. 100.0 mn is likely to be comparable to Executive remuneration. We believe such structures create disruptions in the chain of command at an organization.

  6 for17 against
• To approve appointment of Ms. Alisha Rafique Malik (DIN: 10719537) as a Whole-time Director of the Company for a period of five years with effect from September 1, 2024 and her remuneration.

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on profile of appointee. Governance concern: Disproportionate Remuneration practice. Transparency concern: Lack of clarity regarding whether approval for previous office of profit position was obtained from shareholders or not.
  • Baroda BNP Paribas Mutual FundNo concerns identified on capability, competency and governance. Ms. Malik has been actively involved in the business for a long time
  • Edelweiss Mutual FundCompliant with law. No concern on profile of appointee. Governance concern: Disproportionate Remuneration practice. Transparency concern: Lack of clarity regarding whether approval for previous office of profit position was obtained from shareholders or n
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The company has not provided a breakup of the salary structure along with various allowances and perquisites. • At the upper end of her remuneration range, her remuneration is aggressively positioned when compared to peers with similar size and scale of business operations. • She will be paid minimum remuneration irrespective of the company's financial performance during her tenure. • The board independence norms are not met (as per ISS reclassification) and Alisha Rafique is a non-independent director nominee.

  15 for8 against

Mutual fund votes, meeting of 13 Dec 2023, 20 fund houses

• Appointment of Mr. Mithun Padam Sacheti (DIN: 01683592) as an Independent Director ofnthe Company.

  20 for0 against

Mutual fund votes, meeting of 13 Sep 2023, 19 fund houses

• To receive, consider and adopt the audited standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2023, together with the reports of the Board of Directors and the Auditors thereon.MoreLess

  19 for0 against
• To confirm payment of Interim Dividend of Rs. 2.50/- per share of Rs. 5/- each on Equity Shares already paid, and to consider and declare Final Dividend of Rs. 1.50/- per share of Rs. 5/- each on Equity Shares for the Financial Year ended March 31, 2023.MoreLess

  19 for0 against
• To appoint a Director in place of Mr. Mohammed Iqbal Hasanally Dossani (DIN: 08908594), who retires by rotation and being eligible, offers his candidature for re-appointment.

  19 for0 against
• To re-appoint Mr. Vikas Vijaykumar Khemani (DIN: 00065941) as an Independent Director of the Company.

  ›Against Nippon India Mutual Fund, PGIM India Mutual Fund

  • Nippon India Mutual FundLow Attendance
  • PGIM India Mutual FundCompliant with law. Governance concern: <75% attendance in Audit Committee meetings.

  17 for2 against
• To ratify and increase overall remuneration limit for Mr. Mohammed Iqbal Hasanally Dossani (DIN: 08908594), Whole-time Director of the Company.

  19 for0 against
• To approve remuneration limit for Ms. Aziza Rafique Malik, related party for holding office or place of profit as President.

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

  • Bank of India Mutual Fund, Sundaram Mutual FundMs Aziza Rafique Malik, 72, is part of the promoter family and is the mother of Farah Malik Bhanji (MD) and the wife of Rafique Abdul Malik (Executive Chairperson). She was paid Rs. 20.90 mn in FY23 and Rs. 22.62 mn in FY22. She is designated as President and is associated with the company since January 1986. Her proposed remuneration is comparable to that of the company’s Managing Director, without any clarity with respect to her roles and responsibilities. Further, the company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe shareholders must get a chance to periodically approve such payments and thus, we are unable to support the resolution.
  • Invesco Mutual FundMs Aziza Rafique Malik, 72, is part of the promoter family and is the mother of Farah Malik Bhanji (MD) and the wife of Rafique Abdul Malik (Executive Chairperson). She was paid Rs. 20.90 mn in FY23 and Rs. 22.62 mn in FY22. She is designated as President and is associated with the company since January 1986. Her proposed remuneration is comparable to that of the company’s Managing Director, without any clarity with respect to her roles and responsibilities. Further, the company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe shareholders must get a chance to periodically approve such payments and thus, we are unable to support the resolution
  • Mahindra Manulife Mutual FundMs Aziza Rafique Malik, 72, is part of the promoter family and is the mother of Farah Malik Bhanji (MD) and the wife of Rafique Abdul Malik (Executive Chairperson). She was paid Rs. 20.90 mn in FY23 and Rs. 22.62 mn in FY22. She is designated as President and is associated with the company since January 1986. The company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe shareholders must get a chance to periodically approve such payments and thus, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  14 for5 against
• To approve limit on retainer fees for Ms. Mumtaz Amir Ali Jaffer, related party for holding office or place of profit as Retainer.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Age, Education and Number of years of experience is not disclosed.
  • Bank of India Mutual Fund, Sundaram Mutual FundMs. Mumtaz Jaffer is a part of the promoter group and the sister of Rafique Abdul Malik: the Executive Chairperson of the company. She was paid Rs. 3.6 mn as retainer fees in FY23 and FY22 as retainer for the bags and accessories business. The notice states that she has experience in designing handbags and accessories. Her remuneration is capped at Rs. 6.0 mn per annum and the approval is sought for a specific period. Notwithstanding, there is no clarity on her current role and position with Metro Brands and the need to pay her retainer fees. The company should provide granular details on her qualification, experience and current job description with the company.
  • Invesco Mutual FundMs. Mumtaz Jaffer is a part of the promoter group and the sister of Rafique Abdul Malik: the Executive Chairperson of the company. She was paid Rs. 3.6 mn as retainer fees in FY23 and FY22 as retainer for the bags and accessories business. The notice states that she has experience in designing handbags and accessories. Her remuneration is capped at Rs. 6.0 mn per annum and the approval is sought for a specific period. Notwithstanding, there is no clarity on her current role and position with Metro Brands and the need to pay her retainer fees. The company should provide granular details on her qualification, experience and current job description with the company
  • Kotak Mahindra Mutual FundMs. Mumtaz Jaffer is a part of the promoter group and the sister of Rafique Abdul Malik: the Executive Chairperson of the company. She was paid Rs. 3.6 mn as retainer fees in FY23 and FY22 as retainer for the bags and accessories business. The notice states that she has experience in designing handbags and accessories. Her remuneration is capped at Rs. 6.0 mn per annum and the approval is sought for a specific period. Notwithstanding, there is no clarity on her current role and position with Metro Brands and the need to pay her retainer fees. The company should provide granular details on her qualification, experience and current job description with the company. Due to such transparency concerns, voting against .
  • Mahindra Manulife Mutual FundGovernance Concern: Age, Education and Number of years of experience is not disclosed.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInsufficient information

  10 for9 against

Mutual fund votes, meeting of 7 Sep 2022, 13 fund houses

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

• To receive, consider and adopt-n(a) the audited standalone financial statements of the Company for the Financial Year ended March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon; andn(b) the audited consolidated financial statements of the Company for the Financial Year ended March 31, 2022, together with the Report of the Auditors thereon.nMoreLess

  13 for0 against
• To confirm the payment of Interim Dividend of Rs. 1.5/- per share of Rs. 5/- each already paid and to declare Final Dividend of Rs. 0.75/- per share of Rs 5/- each on equity shares for the Financial Year ended March 31, 2022.MoreLess

  13 for0 against
• To appoint a Director in place of Ms. Farah Malik Bhanji (DIN: 00530676), who retires by rotation and being eligible, offers her candidature for re-appointment.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundDisproportionate Remuneration

  12 for1 against
• To appoint a Director in place of Mr. Utpal Sheth (DIN: 00081012), who retires by rotation and being eligible, offers his candidature for re-appointment.

  13 for0 against
• To appoint Statutory Auditors in place of retiring auditors and to fix their remuneration

  10 for0 against
• To approve the limit on remuneration payable to Non-Executive Directors including Independent Directors

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments
  • Bank of India Mutual FundThe company proposes to pay upto 1% of profits annually as commission to non-Executive Directors. The proposed commission to non-executive directors is reasonable and in-line with market practices. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution.
  • Invesco Mutual FundThe company proposes to pay upto 1% of profits annually as commission to non-Executive Directors. The proposed commission to non-executive directors is reasonable and in-line with market practices. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution
  • Kotak Mahindra Mutual FundWhile we support the payment of commission to Independent Directors, the proposed resolution is open-ended and sought perpetuity with no absolute cap placed on commission.
  • Nippon India Mutual FundPerpetual approval, hence not approved

  5 for5 against

Mutual fund votes, meeting of 9 Apr 2022, 9 fund houses

• To approve the right to nominate directors by the Investor pursuant to Article 155 read with Article 157 of the Articles of Association of the Company.

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund

  • Bank of India Mutual Fund, Mahindra Manulife Mutual FundRakesh Jhunjhunwala and family held 14.43% of the equity as investors on 31 December 2021. The company seeks approval to allow these investors at least one board seat as long as they hold at least 5% of the equity. The nominee directors will not be liable to retire by rotation. We do not support board permanency and expect shareholders to have the ability to vote periodically on director reappointment. Further, the 5% shareholding threshold is low for the right to a board seat.
  • HDFC Mutual FundThe shareholders would not get a chance to periodically review the appointment of a nominee director as they are not liable to retire by rotation
  • Invesco Mutual FundRakesh Jhunjhunwala and family held 14.43% of the equity as investors on 31 December 2021. The company seeks approval to allow these investors at least one board seat as long as they hold at least 5% of the equity. The nominee directors will not be liable to retire by rotation. We do not support board permanency and expect shareholders to have the ability to vote periodically on director reappointment.

  5 for4 against
• To approve the right to nominate directors by the Promoter & Promoter Group Shareholders pursuant to Article 156 of the Articles of Association of the Company.

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund

  • Bank of India Mutual Fund, Mahindra Manulife Mutual FundThe company seeks shareholder approval to allow the promoters two board seats as long as their collective shareholding exceeds 25% and one board seat at a 5% shareholding threshold. As per Article 131 of the AoA (as disclosed in the RHP), these nominee directors will not be liable to retire by rotation. We do not support board permanency and expect shareholders to have the ability to vote periodically on director reappointment. Further, the 5% shareholding threshold is low for the right to a board seat.
  • HDFC Mutual FundThe shareholders would not get a chance to periodically review the appointment of a nominee director as they are not liable to retire by rotation
  • Invesco Mutual FundThe company seeks shareholder approval to allow the promoters two board seats as long as their collective shareholding exceeds 25% and one board seat at a 5% shareholding threshold. As per Article 131 of the AoA (as disclosed in the RHP), these nominee directors will not be liable to retire by rotation. We do not support board permanency and expect shareholders to have the ability to vote periodically on director reappointment.

  5 for4 against
• To ratify the Metro Brands Limited Employee Stock Option Plan, 2008.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Tata Mutual Fund

  • Bandhan Mutual FundNon-Compliant with law. Concern: Non-disclosure of Exercise Price.
  • Bank of India Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Tata Mutual FundThe aggregate number of options granted under ESOS 2008 will not exceed 5,300,000 out of which 3,600,092 options have already been granted. The company has not defined the exercise price under the scheme. We do not favour ESOP schemes where there is no clarity on the exercise price, or the options are granted at a significant discount of more than 20% to market price. While the NRC at its discretion may define performance criteria for vesting, there is no clarity on performance indicators and whether all the options will vest based on such indicators. 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. We believe all options issued at a deep discount to market price must have performance-based vesting to align the interest of investors and employees.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted

  3 for6 against