Mold-Tek Packaging MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Sep 2024, 6 fund houses

• To receive, consider and adopt the audited financial statements of the Company for the financial year ended on 31st March, 2024, together with the reports of Board of Directors and Auditors thereon

  6 for0 against
• To confirm the payment of interim dividend paid during the year and to declare the final dividend maximum to the extend as recommended by Board i.e., ¿ 1.00/- (20%) per equity share of face value of ¿ 5.00/- each for the financial year ended 31st March, 2024MoreLess

  6 for0 against
• To appoint a director in place of Mr. Srinivas Madireddy (DIN: 01311417), Director who retires by rotation and being eligible, offers himself for re-appointment.

  6 for0 against
• To Re-Appoint Mr. Togaru Dhanraj Tirumala Narasimha (DIN: 01411541) as a Non-Executive Independent Director of the Company for a second term of five consecutive years

  ›Against Bajaj Finserv Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: Proposed term will lead to prolonged association with the Group.
  • DSP Mutual FundTogaru Dhanraj Tirumala Narasimha, 64, is Chairperson of BYST’s Strategic Committee of Telangana State, an NGO. He is an entrepreneur and has over thirty-nine years of experience in the field of electronics, IT, CAD/ CAM GIS, 3D simulations & 3D visualization. He has attended all the board meetings held in FY24. His reappointment as Independent Director is in line with statutory requirements. However, he has been an Independent Director on the board of Mold-Tek Technologies Ltd, a listed promoter group company, since May 2018, and we consider his overall association with the group while computing his tenure. We do not support reappointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years anytime during the proposed tenure as we believe that this is not in line with the spirit of the regulations. We are unable to support the resolution.
  • Edelweiss Mutual FundProposed term will lead to prolonged association with the Group.
  • Sundaram Mutual Fund"Togaru Dhanraj Tirumala Narasimha, 64, is Chairperson of BYST’s Strategic Committee of Telangana State, an NGO. He is an entrepreneur and has over thirty-nine years of experience in the field of electronics, IT, CAD/ CAM GIS, 3D simulations & 3D visualization. He has attended all the board meetings held in FY24. His reappointment as Independent Director is in line with statutory requirements. However, he has been an Independent Director on the board of Mold-Tek Technologies Ltd, a listed promoter group company, since May 2018, and we consider his overall association with the group while computing his tenure. We do not support reappointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years anytime during the proposed tenure as we believe that this is not in line with the spirit of the regulations. We are unable to support the resolution."

  2 for4 against
• To Re-Appoint Mrs. Madhuri Venkata Ramani Viswanadham (DIN: 08715322) as a Non-Executive Independent Woman Director of the Company for a second term of five consecutive years

  6 for0 against
• To Re-Designate/Promote/Appoint Mrs. Janumahanti Navya Mythri, holding office or place of profit, as Financial Controller (Senior Management) of the Company and revise the upper limit of remuneration that can be paid to her during her tenure, over a period of next 5 yearsMoreLess

  ›Against Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosures regarding the basis of arriving at the proposed pay. Fairness cannot be ascertained.
  • Edelweiss Mutual FundInadequate disclosures regarding the basis of arriving at the proposed pay. Fairness cannot be ascertained.
  • Sundaram Mutual Fund"J Navya Mythri, 35, is the daughter of J Lakshmana Rao, CMD and is Assistant Financial Controller of the company. She is a Chartered Accountant and joined the company in May 2012 as a Corporate Executive. She has more than twelve years of experience and is responsible for looking after the finance and accounting activities, costing, management information system (MIS), account receivables management and audit co-ordination activities. The company now proposes to redesignate her as Finance Controller and pay her an annual increment of 10%-25% per annum based on achievement of certain KRAs/targets and the maximum proposed remuneration payable is capped at Rs 12.0 mn per annum. Her maximum proposed remuneration is higher than that of CFO, A Seshu Kumari who has thirty-three years of experience. We raise concern that there are four promoter executive directors and another four promoters/ family members holding office of profit which is disproportionate to the size of business: it may limit the company’s ability to attract the right professional talent and may also limit internal checks and balances. Further, the entire promoter group remuneration (including office of profit positions) for FY24 was Rs 129.0 mn or 14.5% of PBT which is high given the size and scale of operations of the company. Hence we do not support the resolution."

  3 for3 against
• To Re-Designate/Promote/Appoint Mrs. Kavya Sarraju, holding office or place of profit, as Associate Vice President-Marketing (Senior Management) of the Company and revise the upper limit of remuneration that can be paid to her during her tenure, over a period of next 5 yearsMoreLess

  ›Against Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosures regarding the basis of arriving at the proposed pay. Fairness cannot be ascertained.
  • Edelweiss Mutual FundInadequate disclosures regarding the basis of arriving at the proposed pay. Fairness cannot be ascertained.
  • Sundaram Mutual Fund"Kavya Sarraju, 36, is an MBA - Marketing from SIBM, Pune. She has been associated with Mold-Tek Group since 2014 and is currently Chief Manager - Marketing. As Chief Manager-Marketing, she focuses on New Business Development. She is the daughter-in-law of J Lakshmana Rao, CMD. The company now proposes to redesignate her as Associate Vice-President Marketing and pay her an annual increment of 10%-25% per annum based on achievement of certain KRAs/targets and the maximum proposed remuneration payable is capped at Rs 12.0 mn per annum. Her maximum proposed remuneration is higher than that of CFO, A Seshu Kumari who has thirty-three years of experience. We raise concern that there are four promoter executive directors and another four promoters/ family members holding office of profit which is disproportionate to the size of business: it may limit the company’s ability to attract the right professional talent and may also limit internal checks and balances. Further, the entire promoter group remuneration (including office of profit positions) for FY24 was Rs 129.0 mn or 14.5% of PBT which is high given the size and scale of operations of the company. Hence, we do not support the resolution."

  3 for3 against
• To approve the creation of charge/ mortgage/ pledge/ hypothecate and/ or creation of security interest on the asset(s)/property(ies) of the company to secure borrowings:

  6 for0 against

Mutual fund votes, meeting of 26 Sep 2023, 5 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 of the Company for the financial year ended 31st March, 2023, together with the reports of Board of Directors and Auditors thereon.

  5 for0 against
• To confirm the payment of interim dividend paid during the year and to declare the final dividend maximum to the extend as recommended by Board i.e., ₹ 2.00 (40%) per equity share of face value of ₹ 5.00 each for the financial year ended 31st March, 2023MoreLess

  5 for0 against
• To appoint a director in place of Mr. Subramanyam Adivishnu (DIN: 00654046), Director, who retires by rotation and being eligible, offers himself for re-appointment

  4 for0 against
• To regularize the appointment of Mr. Ponnuswamy Ramnath (DIN: 03625336), Additional Director (Category: Non-Executive, Independent), by appointing him as an Independent Non-Executive Director of the Company.MoreLess

  5 for0 against
• To Re-appoint and fix remuneration of Mr. Lakshmana Rao Janumahanti(DIN: 00649702) as Chairman and Managing Director of the Company.

  ›Against ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Sundaram Mutual Fund

  • ICICI Prudential Mutual FundMr. J Lakshmana Rao, 64, is Chairperson and MD of the company. He is also the Chairperson and MD of group company, Mold-Tek Technologies Ltd, from where he received remuneration of Rs. 8.4 million in FY2023 and Rs. 23.7 million from Mold-tek packaging Ltd. The concern is raised considering that he will get an annual increment of 14% on gross salary every year, irrespective of company performance: which is high. It is expected that the company shall increase remuneration only in line with company performance. Hence, the AMC has voted against the resolution.
  • Motilal Oswal Mutual FundCompliant with Law. Governance concern: Holding position of Chairman and Managing Director may lead to concentration of power in the hands of single person. No absolute cap on the proposed remuneration.
  • Sundaram Mutual FundJ Lakshmana Rao, 64, is Chairperson and MD of the company. He is also the Chairperson and MD of group company, Mold-Tek Technologies Ltd, from where he received remuneration of Rs. 8.4 mn in FY23. We estimate his remuneration for FY24 at Rs 30.4 mn and for FY25 at Rs 34.7 mn (from Mold-Tek Packaging). He is entitled to commission at 1.5% of profits which has not been capped. We raise concern that he will get an annual increment of 14% on gross salary every year, irrespective of company performance: which is high. We believe that the company must increase remuneration only in line with company performance. Hence, we do not support the resolution.The notice states he will not be liable to retire by rotation – it is unclear if he will be liable to retire by rotation when he ceases to be Chairperson and Managing Director and chooses to continue in a non-executive capacity. If he remains as a non-rotational director, he may get board permanency. However, we draw comfort from SEBI’s new amendments effective 1 April 2024 which require shareholder approval for all directors at least once in five years.

  2 for3 against
• To Re-appoint and fix remuneration of Mr. Subramanyam Adivishnu (DIN: 00654046) asnDeputy Managing Director of the Company.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with Law. Governance concern: No absolute cap on the proposed remuneration.

  3 for1 against
• To Re-appoint and fix remuneration of Mr. P. Venkateswara Rao (DIN: 01254851) as Deputy Managing Director of the Company.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with Law. Governance concern: No absolute cap on the proposed remuneration.

  4 for1 against

Mutual fund votes, meeting of 30 Sep 2022, 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 (including the audited consolidated financial statements) of the Company for the financial year ended 31st March, 2022, together with the reports of Board ofnDirectors and Auditors thereon.MoreLess

  6 for0 against
• To confirm the payment of interim dividend paid during the year and to declare the final dividend on equity shares for the financial year ended 31st March, 2022.

  6 for0 against
• To appoint a Director in place of Mr. P. Venkateshwara Rao, Deputy Managing Director (DIN: 01254851) who retires by rotation and being eligible, offers himself for re-appointment.

  6 for0 against
• To re-appoint the statutory auditors, to hold office from the conclusion of the 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting, and to fix their remuneration

  5 for0 against
• To Re-appoint and fix remuneration of Mr. Srinivas Madireddy (DIN: 01311417) as Whole –time Director of the Company

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundSrinivas Madireddy, 56, is Whole-time Director of the company and has over thirty-four years of experience. He is currently in charge of production, planning and control of all the units of the company. He was paid a remuneration of Rs 8.9 mn in FY22. He is not entitled to any commission. We estimate his remuneration for FY23 at Rs 10.9 mn, with an annual 12.5% increase in fixed pay. We raise concern on the number of promoter family members on the board and in office of profit positions (four promoter executive directors, one promoter NED and five promoters/ family members holding office of profit). Further, the promoter group remuneration (including office of profit positions) for FY22 aggregated Rs 92.3 mn or 10.7% of PBT and 14.5% of PAT: which is high given the size and scale of operations of the company. We believe board / corporate positions must not be treated as legacies and the company should either consider bringing on to the company seasoned professionals from outside and ration the number of promoters and family members working in the company.

  5 for1 against
• To Re-Appoint Dr. Venkata Appa Rao Kotagiri (DIN: 01741020) as an Independent Non-Executive Director of the Company for a second term of five consecutive years, in terms of Section 149 of the Companies Act, 2013 read with relevant rulesMoreLess

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, WhiteOak Capital Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundDr. Venkata Appa Rao Kotagiri, 63, is an Ophthalmic Surgeon and the founder of Bobbili Eye Hospital, Andhra Pradesh. He has been on the board of the group company, Mold-Tek Technologies Limited since 2001 (>10 years). We believe the length of tenure is inversely proportionate to the independent of a director, and we extend this rationale to relationships across the group as well. Given his long tenure with the group of over 10 years, we consider him non independent. The company must consider appointing him as a non-executive, non-independent director.
  • Edelweiss Mutual FundGiven his past association with Moldtek and group companies, he is not independent
  • ICICI Prudential Mutual FundDr. Venkata Appa Rao Kotagiri, 63, is an Ophthalmic Surgeon and the founder of Bobbili Eye Hospital, Andhra Pradesh. He has been on the board of the group company, Mold-Tek Technologies Limited since 2001 (>10 years). Given his long tenure with the group of over 10 years, the AMC considers him non independent. The company must consider appointing him as a non-executive, non-independent director. Hence the AMC has voted against the resolution.
  • WhiteOak Capital Mutual FundDr. Venkata Appa Rao Kotagiri, 63, is an Ophthalmic Surgeon and the founder of Bobbili Eye Hospital, Andhra Pradesh. He has been on the board of the group company, Mold-Tek Technologies Limited since 2001 (>10 years). He was appointed as an Independent Director in MoldTek Packaging in 2018. Except for FY22, he has had low attendance in board committee meetings. Our vote takes into account long association with the group company and low attendance in board committee meetings.

  1 for5 against
• To Re-Appoint Mr. Eswara Rao Immaneni (DIN:08132183) as an Independent Non-Executive Director of the Company for a second term of five consecutive years, in terms of Section 149 of the Companies Act, 2013 read with relevant rulesMoreLess

  6 for0 against
• To approve the revision in remuneration payable to Mr. J. Rana Pratap, holding office or place of profit

  4 for0 against
• To approve the revision in remuneration payable to Mr. A. Durga Sundeep, holding office or place of profitn

  4 for0 against
• To approve the Reclassification of certain member of Promoter Group from “Promoter / Promoter Group” category to “Public shareholding” category

  6 for0 against

Mutual fund votes, meeting of 6 Dec 2021, 3 fund houses

• RAISING OF FUNDS UPTO RS.150 CRORES THROUGH ISSUE OF SECURITIES

  3 for0 against
• TO APPOINT MRS. J MYTRAEYI (DIN: 01770112) AS DIRECTOR, UNDER NON-EXECUTIVE, NON-INDEPENDENT PROMOTER DIRECTOR CATEGORY

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundMs. J Matraeyi, 87, is part of the promoter goup and has been associated with the company since 2008. At the 2021 AGM, shareholders voted against her reappointment due to low board attendance. She attended 43% (3 out of 7) of the board meetings in FY21 and 41% (9 out of 22) of the board meetings over FY19 to FY21. We expect directors to attend all board meetings and have a threshold of 75% attendance of the board meetings in the three years prior to reappointment.The company believes that Ms. J Matraeyi’s long association, her knowledge and experience will benefit the company. Further, as per SEBI LODR, directors having attained the age of 75 to be approved by shareholders through a special resolution. During the half year ended September 2021, she attended 3 of 3 board meetings held. However, despite the improvement in her attendance is below the 75% threshold over a three-year time horizon

  2 for1 against

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

• To receive, consider and adopt the Audited Financial Statements (including audited Consolidated Financial Statements) for the Financial Year ended 31stMarch 2021 and the Reports of the Directors and Auditors thereon.MoreLess

  3 for0 against
• To confirm the payment of interim dividend paid during the year and to declare final dividend on equity shares for the financial year ended 31st March, 2021.

  3 for0 against
• To appoint a Director in place of Mr. Madireddy Srinivas, Whole Time Director (DIN: 01311417) who retires by rotation and being eligible, offers himself for re-appointment.

  3 for0 against
• To appoint a Director in place of Mrs. J. Mytraeyi, Non-Executive Promoter Director (DIN: 01770112) who retires by rotation and being eligible, offers herself for re-appointment.

  ›Against Bank of India Mutual Fund, DSP Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundMs. J Matraeyi, 87, is part of the promoter family. She is a science graduate and associated with the company since 2008. She has attended 3 of 7 or 43% of the board meetings in FY21 and 9 of 22 or 41% of the board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all board meetings. We have a threshold of 75% attendance of the board meetings in the three-years prior to reappointment.

  1 for2 against
• To Increase/Revise the remuneration of Mr. Lakshmana Rao Janumahanti, Managing Director of the Company

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundLakshmana Rao Janumahanti, 62, is Chairperson and MD of the company. He was paid a remuneration of Rs 16. 8 mn in FY21 from Rs 14. 3 mn paid in FY20. He was also paid a remuneration from Mold Tek Technologies of Rs 24. 0 mn taking total pay to Rs 40. 8 mn for the year. He is entitled to commission at 1. 5% of profits which has not been capped. We estimate his remuneration for FY22 at Rs 19. 1 mn, with an annual 15% increase in fixed pay. As a good practice, Mold Tek Packaging should cap the commission payable in absolute terms and must disclose the basis for performance pay. Lakshmana Rao Janumahanti’s remuneration was up 18% in FY21, however median remuneration was up by only 1. 9% in the year. Further the entire promoter group remuneration (including office of profit positions) for FY21 was Rs 78. 0 mn or 12. 2% of PBT and 16. 3% of PAT which is very high given the size and scale of operations of the company. The company must provide clarity on how it proposes to comply with regulations from 1 April 2022, which requires the Chairperson to hold a non-executive directorship and not be related to the Managing Director. We raise concern that the growth in promoter group remuneration (including office of profit positions) has outpaced growth in median employee remuneration over the past five years.

  2 for1 against
• To Increase/Revise the remuneration of Mr. Subramanyam Adivishnu, Deputy Managing Director

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundSubramanyam Adivishnu, 57, is Deputy MD of the company. He was paid a remuneration of Rs 22. 5 mn in FY21 from Rs 19. 5 mn paid in FY20. He is entitled to commission at 1. 0% of profits which has not been capped. We estimate his remuneration for FY22 at Rs 31. 8 mn, with an annual 15% increase in fixed pay. As a good practice, Mold Tek Packaging should cap the commission payable in absolute terms and must disclose the basis for performance pay. Subramanyam Adivishnu’s remuneration was up 15. 6% in FY21, however median remuneration was up by only 1. 9% in the year. Further the entire promoter group remuneration (including office of profit positions) for FY21 was Rs 78. 0 mn or 12. 2% of PBT and 16. 3% of PAT which is very high given the size and scale of operations of the company. We raise concern that the growth in promoter group remuneration (including office of profit positions) has outpaced growth in median employee remuneration over the past five years.

  2 for1 against
• To Increase/Revise the remuneration of Mr. P. Venkateswara Rao, Deputy Managing Director

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundP. Venkateswara Rao, 64, is Deputy MD of the company. He was paid a remuneration of Rs 16. 3 mn in FY21 from Rs 13. 7 mn paid in FY20. He is entitled to commission at 0. 5% of profits which has not been capped. We estimate his remuneration for FY22 at Rs 22. 4 mn, with an annual 12. 5% increase in fixed pay. As a good practice, Mold Tek Packaging should cap the commission payable in absolute terms and must disclose the basis for performance pay. P. Venkateswara Rao’s remuneration was up 19. 0% in FY21, however median remuneration was up by only 1. 9% in the year. Further the entire promoter group remuneration (including office of profit positions) for FY21 was Rs 78. 0 mn or 12. 2% of PBT and 16. 3% of PAT which is very high given the size and scale of operations of the company. We raise concern that the growth in promoter group remuneration (including office of profit positions) has outpaced growth in median employee remuneration over the past five years.

  2 for1 against
• To Increase/Revise the remuneration of Mr. Srinivas Madireddy, Whole-time Director of the Company

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundSrinivas Madireddy, 55, is Executive Director of the company. He was paid a remuneration of Rs 8. 6 mn in FY21 unchanged from that paid in FY20. He is not entitled to any commission. We estimate his remuneration for FY22 at Rs 10. 9 mn, with an annual 12. 5% increase in fixed pay. With four promoter executive directors and another five promoters/ family members holding office of profit, the entire promoter group remuneration (including office of profit positions) for FY21 was Rs 78. 0 mn or 12. 2% of PBT and 16. 3% of PAT which is very high given the size and scale of operations of the company. We raise concern that the growth in promoter group remuneration (including office of profit positions) has outpaced growth in median employee remuneration over the past five years.

  2 for1 against
• To Approve revision in remuneration payable to A. Seshu Kumari, Chief Financial Officer for holding office or place of profit:

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundMs. A. Seshu Kumari, 61, Chief Financial Officer, is sister of J. Lakshmana Rao, Chairman & Managing Director, wife of A. Subramanyam, Deputy Managing Director and daughter of J. Mytraeyi, NED. She has over 3 decades of experience. She was paid a remuneration of Rs 4. 3 mn in F21 up 5% from Rs 4. 1 mn paid in FY20. In the AGM of 2016 shareholders had approved a remuneration of Rs 6. 0 mn, the company now proposes to increase the proposed remuneration to Rs 8. 4 mn. With four promoter executive directors and another five promoters/ family members holding office of profit, the entire promoter group remuneration (including office of profit positions) for FY21 was Rs 78. 0 mn or 12. 2% of PBT and 16. 3% of PAT which is very high given the size and scale of operations of the company. We raise concern that the growth in promoter group remuneration (including office of profit positions) has outpaced growth in median employee remuneration over the past five years. We believe board / corporate positions must not be treated as legacies (the company has 4 promoter executive directors, one promoter NED – 50% of the total board size and five holding office of profit) and the company should either consider bringing on to the company seasoned professionals from outside and ration the number of promoters and family members working in the company.

  2 for1 against
• To approve revision in remuneration payable to Mr. J. Rana Pratap, holding office or place of profit

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundJ Rana Pratap, 37, is the son of J. Lakshmana Rao, the Chairperson and Managing Director of the company. He was appointed as a Corporate Manager of the company on 29 May 2017. He holds an MBA in Marketing & Operations from IIM Lucknow and a bachelor’s degree in Industrial Engineering from IIT, Delhi. He is currently designated as Vice President of New Business Development. He was paid a remuneration of Rs 4. 8 mn in F21 unchanged paid in FY20. In the AGM of 2018 shareholders had approved a remuneration of Rs 5. 4 mn, the company now proposes to increase the proposed remuneration to Rs 8. 4 mn. With four promoter executive directors and another five promoters/ family members holding office of profit, the entire promoter group remuneration (including office of profit positions) for FY21 was Rs 78. 0 mn or 12. 2% of PBT and 16. 3% of PAT which is very high given the size and scale of operations of the company. We raise concern that the growth in promoter group remuneration (including office of profit positions) has outpaced growth in median employee remuneration over the past five years. We believe board / corporate positions must not be treated as legacies (the company has 4 promoter executive directors, one promoter NED – 50% of the total board size and five holding office of profit) and the company should either consider bringing on to the company seasoned professionals from outside and ration the number of promoters and family members working in the company.

  2 for1 against
• To approve revision in remuneration payable to Mr. A Durga Sundeep, holding office or place of profitn

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundA Durga Sandeep, 34, is son of Deputy MD, A. Subramanyam & CFO Ms. A Seshu Kumari. He joined the company as Chief Manager on 5 June 2017. He holds B. Tech from REC Kurukshetra & an M. B. A. From Purdue University. He is currently designated as Vice President of New Business Development. He was paid a remuneration of Rs 4. 0 mn in F21 from Rs 1. 9 mn paid in FY20. In the AGM of 2019 shareholders had approved a remuneration of Rs 5. 4 mn, the company now proposes to increase the proposed remuneration to Rs 8. 4 mn. With four promoter executive directors and another five promoters/ family members holding office of profit, the entire promoter group remuneration (including office of profit positions) for FY21 was Rs 78. 0 mn or 12. 2% of PBT and 16. 3% of PAT which is very high given the size and scale of operations of the company. We raise concern that the growth in promoter group remuneration (including office of profit positions) has outpaced growth in median employee remuneration over the past five years. We believe board / corporate positions must not be treated as legacies (the company has 4 promoter executive directors, one promoter NED – 50% of the total board size and five holding office of profit) and the company should either consider bringing on to the company seasoned professionals from outside and ration the number of promoters and family members working in the company.

  2 for1 against
• Reclassification of certain members of Promoter Group from “Promoter and Promoter Group” category to “Public shareholding” category

  3 for0 against

Mutual fund votes, meeting of 16 Feb 2021, 3 fund houses

• Alteration of Articles of Association of the Company

  3 for0 against