Navin Fluorine International MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 31 Jul 2025, 26 fund houses

• To receive, consider and adopt the Annual Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 along with the notes forming part thereof and the Report of the Board and the Auditors thereonMoreLess

  26 for0 against
• To declare final dividend of INR 7/- per Equity Share of face value of INR 2/- each for the financial year 2024-25

  26 for0 against
• To re-appoint Mr. Vishad P. Mafatlal (DIN: 00011350), who retires by rotation and being eligible, offers himself for reappointment as Director of the Company

  ›Against Angel One Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Combined position as Executive Chairperson of the Board, may result in concentration of power.
  • Bank of India Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundRe-appointment compliant with law. Governance Concern: Combined position as Executive Chairperson of the Board, may result in concentration of power.

  21 for5 against
• To re-appoint Mr. Ashok U. Sinha (DIN: 00070477) as an Independent Director of the Company

  26 for0 against
• To appoint Parikh & Associates (ICSI Firm Registration No: P1988MH009800), Practicing Company Secretaries, as Secretarial Auditors of the Company

  ›Against Angel One Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundProposed fees payable to Secretarial Auditors not disclosed.
  • Bank of India Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed fee payable to Secretarial Auditors not disclosed.
  • Nippon India Mutual FundNon disclosure of Proposed fee payable to Secretarial Auditors.

  20 for6 against
• To ratify remuneration of B. Desai & Co. (Firm Registration No. 005431), Cost Auditors of the Company for Financial Year 2025-26

  26 for0 against

Mutual fund votes, meeting of 1 Aug 2024, 19 fund houses

• Adoption of the Annual Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 along with the notes forming part thereof and the Report of the Board and the Auditors thereonMoreLess

  19 for0 against
• Declaration of final dividend of INR 7/- per Equity Share for the financial year 2023-24

  19 for0 against
• Non filling of vacancy caused by the retirement of Mr. Mohan M. Nambiar (DIN: 00046857), Non-Executive Non-Independent Director, who retires by rotation

  19 for0 against
• Appointment of Mr. Nitin G. Kulkarni (DIN: 03042587) as Director of the Company

  19 for0 against
• Appointment of Mr. Nitin G. Kulkarni (DIN: 03042587) as Managing Director of the Company for 5 consecutive years commencing from June 24, 2024 to June 23, 2029

  19 for0 against
• Appointment of Mr. Abhijit J. Joshi (DIN: 07115673) as Independent Director of the Company for 5 consecutive years commencing from May 07, 2024 and ending on May 06, 2029

  19 for0 against
• Appointment of Mr. Sunil S. Lalbhai (DIN: 00045590) as Non- Executive Non-Independent Director of the Company

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: cooling off period of 1 year not served after completion of term as ID, appointment as NED raises question over his independence as ID.
  • JM Financial Mutual FundCompliant with law. Governance concern: cooling off period of 1 year not served after completion of term as Independent Director, appointment as Non Executive Director raises question over his independence as Independent Director.

  15 for4 against
• Ratification of remuneration of B. Desai & Co. (Firm Registration No. 005431), Cost Auditors of the Company for the financial year 2024-2025

  19 for0 against
• Raising of funds not exceeding INR 750 Crores

  19 for0 against

Mutual fund votes, meeting of 21 Dec 2023, 21 fund houses

• Appointment of Mr. Sudhir R. Deo (DIN: 01122338) as Non-Executive Non-Independent Director of the Company

  21 for0 against

Mutual fund votes, meeting of 31 Jul 2023, 18 fund houses

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

• Adoption of the Annual Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 along with the notes forming part thereof and the Report of the Directors and the Auditors thereonMoreLess

  17 for0 against
• Confirmation of the payment of Interim Dividend of INR 5/- on equity shares of the Company for the financial year 2022-2023 and declaration of the Final Dividend of INR 7/- on equity shares for the financial year 2022-2023MoreLess

  18 for0 against
• Re-appointment of Mr. Vishad P. Mafatlal (DIN: 00011350) who retires by rotation and being eligible, offers himself for re-appointment as Director

  ›Against JM Financial Mutual Fund, PGIM India Mutual Fund

  • JM Financial Mutual FundGovernance concern: Holds position of Executive chairman
  • PGIM India Mutual FundCompliant with law. Governance concern: Holds position of Executive chairman

  16 for2 against
• Re-appointment of Mr. Radhesh R. Welling (DIN: 07279004) as Managing Director of the Company

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund

  • Bank of India Mutual FundRadhesh R. Welling, 50, is the Managing Director, NFIL since December 2018. He received a remuneration of Rs. 192.8 mn in FY23 (including fair value of stock options). We estimate his annual remuneration to be Rs. 203.7 mn. While we support his reappointment as Managing Director, we believe his proposed remuneration is high when compared to peers and not commensurate to the size and complexity of the business. The company has disclosed that he may also receive remuneration from Navin Fluorine Advanced Sciences Limited (NFASL) – a wholly owned subsidiary, of which he is the MD. However, the company has not disclosed the quantum of remuneration received from this subsidiary in FY23. We believe this structure of paying remuneration via a subsidiary is not a good practice as it deprives shareholders of the opportunity to vote on that part of the remuneration. There is no disclosure on the quantum of stock options proposed to be granted to him during his tenure. During FY23, he was granted 90,000 stock options at face value of Rs. 2.0. The aggregate fair value of these stock options is Rs. 396.1 mn, which is high. While his commission will be upto 1% of the net profits, there is no absolute cap on the quantum of commission. The company should also disclose the performance metrics that will determine variable pay.
  • Edelweiss Mutual FundInadequate information given
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.The company has not disclosed the quantum of stock options that could be granted to Radhesh R. Welling. In addition, the remuneration that he will be eligible to receive from the company's subsidiary and the maximum limit of the same, have not been disclosed.He will be paid the proposed remuneration notwithstanding the company's financials and the regulatory limits, for the next three years.His estimated pay quantum is aggressively positioned against market standards.
  • Mirae Asset Mutual FundIn line with advisor recommendation (passive holding)

  13 for5 against
• Approval for increase in the Maximum Limit of Managerial Remuneration

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Perpetual Approval
  • Bank of India Mutual FundThe company has been paying managerial remuneration within the limits of 10%, however, they expect this ceiling to be breached due to the perquisite value from the exercise of the stock options granted to Radhesh Welling – Managing Director (at face value of Rs. 2.0) that have vested or shall vest during his tenure. The exercise of stock options will attract perquisite value, on account of which his remuneration during his tenure may breach regulatory thresholds of 5%, leading to consequential increase in overall percentage of the remuneration payable to all Executive Directors of the Company beyond the prescribed 10% and consequently, the total managerial remuneration payable to all the Directors may exceed the prescribed 11%. We do not support his remuneration, especially the quantum of remuneration generated through time based RSUs granted at face value, and therefore we do not support the resolution. Further, the company has sought this approval for all financial years from 11 December 2023 i.e., this approval is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review and vote on such payments.
  • Edelweiss Mutual FundInadequate information given
  • HDFC Mutual FundThe approval is sought in perpetuity and we believe shareholders must get a chance to periodically review such payments
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns:- The company has not specified the tenure of the proposal.- Significant issues have been identified with Radhesh R. Welling's remuneration terms.
  • Invesco Mutual FundThe company has been paying managerial remuneration within the limits of 10%, however, they expect this ceiling to be breached due to the perquisite value from the exercise of the stock options granted to Radhesh Welling – Managing Director (at face value of Rs. 2.0) that have vested or shall vest during his tenure. The exercise of stock options will attract perquisite value, on account of which his remuneration during his tenure may breach regulatory thresholds of 5%, leading to consequential increase in overall percentage of the remuneration payable to all Executive Directors of the Company beyond the prescribed 10% and consequently, the total managerial remuneration payable to all the Directors may exceed the prescribed 11% We do not support his remuneration, especially the quantum of remuneration generated through time based RSUs granted at face value, and therefore we do not support the resolution. Further, the company has sought this approval for all financial years from 11 December 2023 i.e., this approval is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review and vote on such payments
  • JM Financial Mutual FundGovernance concern: Perpetual Approval
  • Kotak Mahindra Mutual FundThe company has been paying managerial remuneration within the limits of 10%, however, they expect this ceiling could be breached due to the perquisite value from the exercise of the stock options granted to Radhesh Welling Managing Director (at face value of Rs. 2.0) that have vested or shall vest during his tenure. The company has not specified the time period for this approval. Approval should be specific with regard to the amount and time frame for which the approval is sought for.
  • Mirae Asset Mutual FundIn line with advisor recommendation (passive holding)
  • Nippon India Mutual FundPerpetual approval, hence not approved

  7 for11 against
• Re-appointment of Mr. Atul K. Srivastava (DIN: 00046776) as an Independent Director of the Company

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Past executive role in the company and Prolonged association
  • Bank of India Mutual Fund, SBI Mutual FundAtul K. Srivastava, 71, was the former Finance Director of the company till 30 April 2015. He was initially appointed as a Non-Executive Non-Independent Director (NED) on 30 April 2015. He was then appointed as an Independent Director on the board w.e.f. 21 June 2019 without any cooling off period between his previous roles with the company. The company now proposes to reappoint him as an Independent Director for a second term of five years from 21 June 2024. While his appointment is in line with statutory requirements, we classify him as non-Independent due to his long association with the company: we expect former executives to have a complete disassociation from the company for at least three years to consider them as Independent. The company must appoint him as a Non-Independent Director.
  • Edelweiss Mutual FundInadequate information given
  • HDFC Mutual FundAs he was on the board as a Non Executive Non Independent Director, we do not consider him independent
  • Invesco Mutual FundAtul K. Srivastava, 71, was the former Finance Director of the company till 30 April 2015. He was initially appointed as a Non-Executive Non-Independent Director (NED) on 30 April 2015. He was then appointed as an Independent Director on the board w.e.f. 21 June 2019 without any cooling off period between his previous roles with the company. The company now proposes to reappoint him as an Independent Director for a second term of five years from 21 June 2024. While his appointment is in line with statutory requirements, we classify him as non-Independent due to his long association with the company: we expect former executives to have a complete disassociation from the company for at least three years to consider them as Independent. The company must appoint him as a Non-Independent Director
  • JM Financial Mutual FundGovernance concern: Past executive role in the company and Prolonged association
  • Kotak Mahindra Mutual FundAtul K. Srivastava, 71 has over four decades of experience in Finance, Accounting, Taxation and Commerce. Earlier he was appointed as an Independent Director from FY 2003 to FY 2015. Thereafter, at the 17th Annual General Meeting of the Company held on 29th June, 2015 he was appointed as Non-executive director on the Board w.e.f. 1st May 2015. Further. He has been associated with the group for over 20 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we do not consider former group employees as independent.
  • Mirae Asset Mutual FundIn line with advisor recommendation (passive holding)
  • Nippon India Mutual FundAssociation may adversely impact independence

  7 for11 against
• Approval for giving loans, guarantees, providing securities or making investments in excess of limits prescribed under Section 186 of the Companies Act, 2013

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund

  • Bank of India Mutual FundWe note that the company does not have any headroom available under its current approved limits, given the company’s long-term business plans. The company has clarified that in line with this plan, they may require to give loans to / make investments in and give guarantees / provide securities to persons or bodies corporate, from time to time, including for its subsidiaries. The current intercorporate transaction limit is Rs. 26.9 bn.This includes investments/loans/guarantees provided or proposed to be provided on behalf of Navin Fluorine Advanced Sciences Limited (NFASL), (a wholly owned subsidiary) of Rs. 25.8 bn. Further, the company has also clarified that the additional limit is proposed to be obtained to meet opportunities that may arise in future in the normal course of the Company's business. The same is not intended to be utilized for promoter group entities (excluding subsidiaries of the Company). However, we do not favour rolling limits linked to net worth and recommend that companies seek approval for a fixed intercorporate transaction limit. Therefore, we do not support the resolution.
  • Edelweiss Mutual FundInadequate information given
  • HDFC Mutual FundGiven these are rolling limits linked to networth, shareholders will not get a chance to periodic review the borrowing limits
  • Mirae Asset Mutual FundIn line with advisor recommendation (passive holding)

  14 for4 against
• Ratification of remuneration of B. Desai & Co. (Firm Registration No. 005431), Cost Auditors of the Company for Financial Year 2023-2024

  18 for0 against
• Approval for raising of funds not exceeding INR 750 crores

  3 for0 against

Mutual fund votes, meeting of 27 Jul 2022, 16 fund houses

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

• Adoption of the Annual Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2022 along with the notes forming part thereof and the Report of the Directors and the Auditors thereonMoreLess

  16 for0 against
• Confirmation of the payment of Interim Dividend on the equity shares of the Company for the financial year 2021-2022 and declaration of the final dividend on equity shares for the financial year 2021-2022MoreLess

  16 for0 against
• Re-appointment of Mr. Mohan M. Nambiar (DIN: 00046857), Non-Executive Non-Independent Director, who retires by rotation and being eligible, offers himself for re-appointment

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent and where board chair is an executive or the promoter.

  15 for1 against
• Re-appointment of Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as Statutory Auditors for another term of 5 consecutive years from the conclusion of the 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting of the CompanyMoreLess

  16 for0 against
• Appointment of Ms. Apurva S. Purohit (DIN: 00190097) as an Independent Director of the Company for a term of 5 consecutive years commencing from Octobern19, 2021

  16 for0 against
• Adoption of new Articles of Association in place of existing Articles of Association of the Company

  16 for0 against
• Approval for giving loans, guarantees, providing securities or making investments in excess of limits prescribed under Section 186 of the Companies Act, 2013

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote against this resolution is desired as the level of disclosure does not allow to make an informed decision. It is difficult to assess and justify the potential impact of the proposed financial assistance on the company's financial position, whether the company will take on disproportionate risk, as well as determine the merits to the company and its shareholders.

  15 for1 against
• Approval for selling, disposing and leasing the assets of Navin Fluorine Advanced Sciences Limited, the Material Subsidiary of the Company

  16 for0 against
• Approval for payment of commission to Non-Executive Directors of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is desired as this is a case of Non-Executive Directors participating in incentive schemes, which should be dissuaded.

  15 for1 against
• Ratification of remuneration of B. Desai & Co. (Firm Registration No. 005431), Cost Auditors of the Company for the financial year 2021-2022

  14 for0 against
• Ratification of remuneration of B. Desai & Co. (Firm Registration No. 005431), Cost Auditors of the Company for the financial year 2022-2023

  14 for0 against

Mutual fund votes, meeting of 26 Jul 2021, 10 fund houses

• Adoption of the Standalone and Consolidated Annual Audited Financial Statements of the Company for the financial year ended March 31, 2021 along with the notes forming part thereof and the Report of the Directors and the Auditors thereonMoreLess

  10 for0 against
• Confirmation of the payment of Interim Dividend on the equity shares of the Company for the financial year 2020-2021 and to declare final dividend on equity shares for the financial year 2020-2021

  10 for0 against
• Re-appointment of Mr. Radhesh R. Welling (DIN: 07279004), who retires by rotation and being eligible, offers himself for re-appointment

  10 for0 against
• Appointment of Mr. Ashok U. Sinha (DIN: 00070477) as an Independent Director of the Company for a tenure of 5 consecutive years w.e.f. October 28, 2020

  10 for0 against
• Appointment of Mr. Sujal A. Shah (DIN: 00058019) as an Independent Director of the Company for a tenure of 5 consecutive years w.e.f. May 7, 2021

  ›Against Bank of India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundSujal Shah, 52, has experience of over 28 years in the fields of valuation, due diligence, corporate restructuring, audit and advisory. Currently, he is the Partner at SSPA & Co. , Chartered Accountants. He serves on the board of seven listed companies (including Navin Fluorine). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that, as Partner at SSPA & Co. , his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • SBI Mutual FundSujal Shah, 52, has experience of over 28 years in the fields of valuation, due diligence, corporate restructuring, audit and advisory. Currently, he is the Partner at SSPA & Co., Chartered Accountants. He serves on the board of seven listed companies (including Navin Fluorine). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that, as Partner at SSPA & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.

  8 for2 against
• Re-appointment of Mr. Vishad P. Mafatlal (DIN: 00011350) as Executive Chairman, designated as Chairman of the Company for a tenure of 5 years w.e.f. August 20, 2021

  10 for0 against
• Ratification of remuneration of Mr. Bhalchandra C. Desai, Cost Auditor (Membership Number M-1077) of the Company for the financial year 2021-2022

  10 for0 against