Orchid Pharma MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Jun 2025, 13 fund houses

• Approval of Draft Scheme of Amalgamation and Arrangement of Dhanuka Laboratories Limited with Orchid Pharma Limited and their respective shareholders and creditors

  13 for0 against

Mutual fund votes, meeting of 21 Aug 2024, 7 fund houses

• (a) The Audited Standalone Financial Statements of the Company for the Financial year ended March 31, 2024 inter-alia, including Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and Cash Flow Statement for the year ended on March 31, 2024 together with the Reports of the Board of Directors and the Auditors thereon; n(b) The Audited Consolidated Financial Statements of the Company for the Financial year ended March 31, 2024 inter-alia, including Balance Sheet as at March 31, 2024, thenStatement of Profit and Loss and Cash Flow Statement for the year ended on March 31, 2024 together with the Reports of the Board of Directors and the Auditors thereon;MoreLess

  ›Against Bandhan Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual FundWe have relied on the auditors’ report – the auditors have issued a qualified opinion on consolidated financial statements as the financial statements of six subsidiaries and one associate company with total assets of Rs. 95.8 mn and net assets of Rs. 638.0 mn (neg.) and Nil revenue are unaudited. The auditors have also raised emphasis on certain land lease arrangements which are pending for renewal; the company is undergoing negotiation with the lessor for rent payments for these lease arrangements in excess of the market rate. The auditor notes that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that the audit trail feature was not enabled at the database level. The auditor did not come across any instance of audit trail feature being tampered with in respect of the accounting software.
  • Invesco Mutual FundWe have relied on the auditors’ report – the auditors have issued a qualified opinion on consolidated financial statements as the financial statements of six subsidiaries and one associate company with total assets of Rs. 95.8 mn and net assets of Rs. 638.0 mn (neg.) and Nil revenue are unaudited. The auditors have also raised emphasis on certain land lease arrangements which are pending for renewal; the company is undergoing negotiation with the lessor for rent payments for these lease arrangements in excess of the market rate. The auditor notes that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that the audit trail feature was not enabled at the database level. The auditor did not come across any instance of audit trail feature being tampered with in respect of the accounting software. This is in line with our ESG framework
  • Nippon India Mutual FundFinancial Statements are as per Ind AS. Governance Concern: Statutory Auditors have continuously raised qualification on financial statements of the Company. However, the amounts pertaining to the Qualified Opinion does not appear to be material.

  4 for3 against
• To appoint Mr. Ram Gopal Agarwal (DIN: 00627386) Non- Executive, Non- Independent Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Nippon India Mutual FundComplaint with law. Governance Concern: Chairman related to MD, Low attendance in Board Meetings.
  • Invesco Mutual FundRam Gopal Agarwal, 75, is the Non-Executive Chairperson of Orchid Pharma Limited and part of the promoter family of the Dhanuka group. He is also the Executive Chairperson of Dhanuka Agritech Limited. He attended one out of ten (10%) board meetings held in FY24 and 17% board meetings held in the last three years. We expect directors to attend all board meetings and have a threshold of 75% over a three-year period. While his reappointment is in line with statutory regulations, we are unable to support the reappointment given his low attendance. The shareholder notice indicates that he attended one out of nine board meetings in FY24, whereas the annual report states he attended one out of ten meetings This is in line with our ESG framework.
  • JM Financial Mutual FundCompliant with law. Governance Concern: Chairman related to Managing Director, Low attendance in Board Meetings.

  2 for5 against
• Appointment of Ms. Shubha Singh (DIN: 06926872) as an Independent Director of the Company

  ›Against Bajaj Finserv Mutual Fund, JM Financial Mutual Fund

  • Bajaj Finserv Mutual FundComplaint with law. Governance Concern: Prior association as an Ex-Employee (CS) in Group Company.
  • JM Financial Mutual FundCompliant with law. Governance Concern: Prior association as an Ex-Employee (Company Secretary) in Group Company.

  5 for2 against
• Ratification of Remuneration of Cost Auditors of the Company for the Financial Year 2024-25

  7 for0 against
• Approval for continuation of Directorship of Mr. Ram Gopal Agarwal (DIN: 00627386) as Non- Executive, Non- Independent Director on the Board of the Company beyond the age of Seventy Five years

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Nippon India Mutual FundTechnical Non-Compliance: Approval for continuation of Directorship beyond 75 years of age is being obtained post the attainment of 75 years. Governance Concern: Chairman related to MD, Low attendance in Board Meetings.
  • Invesco Mutual FundRam Gopal Agarwal, 75, is the Non-Executive Chairperson of Orchid Pharma Limited and part of the promoter family of the Dhanuka group. He is also the Executive Chairperson of Dhanuka Agritech Limited. He attended one out of ten (10%) board meetings held in FY24 and 17% board meetings held in the last three years. We expect directors to attend all board meetings and have a threshold of 75% over a three-year period. The company seeks shareholder approval for his continuation since he has attained the age of 75 in July 2024 – we do not consider age to be a criterion for board memberships. However, we are unable to support the resolution given his low attendance. Further, the company should have sought shareholder approval prior to him attaining the age of 75. This is in line with our ESG framework
  • JM Financial Mutual FundTechnical Non-Compliance: Approval for continuation of Directorship beyond 75 years of age is being obtained post the attainment of 75 years. Governance Concern: Chairman related to Managing Director, Low attendance in Board Meetings.

  2 for5 against
• Approval for the re-appointment of Mr. Manish Dhanuka (DIN: 00238798) as Managing Director of the Company and payment of remuneration to him

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual FundRe-appointment Compliant with law. Governance Concern: No absolute cap on Variable Pay; Identical remuneration of Promoter EDs for ~4 years.
  • Invesco Mutual FundManish Dhanuka, 56, is part of the promoter family of Dhanuka group and serves as MD of Orchid Pharma Limited. His FY24 pay aggregated Rs. 35.5 mn. We raise concerns over his remuneration structure: his proposed terms entitle him to a commission at 2% of cash profit, without any absolute cap. In FY24, his commission (Rs. 26.0 mn) increased by ~7x from FY23 and stood at 2% of company’s cash flow from operations. Given that his remuneration is linked to company’s cash profits, we are unable to reasonably estimate his future pay as it may not align with company’s profitability. The overall pay to promoter directors was high at 7.7% of company’s consolidated PBT in FY24. He is also eligible for uncapped medical reimbursements – we believe the directors must bear their own personal expenses and for any medical coverage, the company may consider acquiring health insurance. We note that he has previously drawn remuneration from the holding company Dhanuka Laboratories Limited – the company must disclose any remuneration received from group companies. Further, we raise concerns over the audit qualification - the auditors have been qualifying financial statements since last five years over unaudited financial statements of group companies. We believe as Managing Director, Manish Dhanuka is accountable for the repetitive nature of audit concerns. Given these reasons, we are unable to support the resolution. This is in line with our ESG framework

  2 for5 against
• Approval for the re-appointment of Mr. Mridul Dhanuka (DIN: 00199441) as Whole-time Director of the Company and payment of remuneration to him

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual FundRe-appointment Compliant with law. Governance Concern: No absolute cap on Variable Pay; Identical remuneration of Promoter EDs for ~4 years.
  • Invesco Mutual FundMridul Dhanuka, 43, is part of the promoter family of Dhanuka group; his FY24 pay aggregated Rs. 35.5 mn. We raise concerns over his remuneration structure: his proposed terms entitle him to a commission at 2% of cash profit, without any absolute cap. In FY24, his commission (Rs. 26.0 mn) increased by ~7x from FY23 and stood at 2% of company’s cash flow from operations. Given that his remuneration is linked to company’s cash profits, we are unable to reasonable estimate his future pay as it may not align with company’s profitability. The overall pay to promoter directors was high at 7.7% of company’s consolidated PBT in FY24. He is also eligible for uncapped medical reimbursements – we believe the directors must bear their own personal expenses and for any medical coverage, the company may consider acquiring health insurance. We note that he has previously drawn remuneration from the holding company Dhanuka Laboratories Limited – the company must disclose any remuneration received from group companies. Further, we raise concerns over the audit qualification - the auditors have been qualifying financial statements since last five years over unaudited financial statements of group companies – we believe as Wholetime Director and member of the audit committee, Mridul Dhanuka is accountable for the repetitive nature of audit concerns. We believe the audit committee must only comprise independent directors. Given these reasons, we are unable to support the resolution This is in line wiht our ESG framework

  2 for5 against
• Approval for Material Related Party Transactions with M/s. Otsuka Chemicals (India) Private Limited

  ›Against Bajaj Finserv Mutual Fund, JM Financial Mutual Fund

  • Bajaj Finserv Mutual Fund, JM Financial Mutual FundCompliant with Law. Governance Concern: Basis for Arm’s Length pricing not disclosed

  5 for2 against

Mutual fund votes, meeting of 27 Nov 2023, 3 fund houses

• Appointment of Mr. Arjun Dhanuka (DIN: 00454689) as Non-Executive Director of thenCompany

  3 for0 against

Mutual fund votes, meeting of 9 Aug 2023, 2 fund houses

• To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31st March, 2023 together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInadequate disclosure

  1 for1 against
• To appoint a Director in place of Shri Mridul Dhanuka (DIN: 00199441) Whole-Time Director of the Company, who retires by rotation and being eligible offers himself for reappointment.

  2 for0 against
• Ratification of Remuneration to the Cost Auditor for the Financial Year 2023-24

  2 for0 against
• Shifting of Registered office of the Company

  2 for0 against
• Approval for Material Related Party Transactions with M/s. Otsuka Chemicals (India) Private Limited

  2 for0 against
• Approval of the limit of managerial remuneration payable to Shri Manish Dhanuka (DIN: 00238798), Managing Director of the Company

  2 for0 against
• Approval of the limit of managerial remuneration payable to Shri Mridul Dhanuka (DIN: 00199441) Whole-Time Director of the Company

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundNo absolute cap on variable pay

  1 for1 against

Mutual fund votes, meeting of 29 Dec 2022, 1 fund house

• To consider and approve raising of funds through issuance of Equity Shares of the Company for an amount aggregating upto 500 Crore through Qualified Institutional Placement basis

  1 for0 against

Mutual fund votes, meeting of 15 Jul 2022, 1 fund house

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

• Consider and adopt the audited Standalone and consolidated financialnstatement of the Company for the financial year ended March 31, 2022 andnthe Reports of the Board of Directors and Auditors thereon

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundNon-disclosure of latest financial statements of Subsidiaries on the website

  0 for1 against
• To appoint a director in place of Shri Ram Gopal Agarwal (DIN: 00627386)nChairman and Non-Executive Director of the Company, who retires by rotationnand being eligible offers himself for re-appointmentnMoreLess

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow Attendance

  0 for1 against
• Ratification of remuneration to the Cost Auditor for the Financial year 2022-2023

  1 for0 against
• Approval for material related party transactions with M/s. Otsuka Chemicals(India) Private Limited

  1 for0 against