PNC Infratech MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 28 Sep 2024, 19 fund houses

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

• 1.To receive, consider and adopt –nna)The audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, alongwith the report of the Board of Directors and Auditors thereon;nnb)The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, alongwith the report of the Auditors thereon.nMoreLess

  16 for0 against
• 2 - To declare dividend on equity shares for the financial year ended March 31, 2024.

  18 for0 against
• 3 - To appoint a Director in place of Mr. Yogesh Kumar Jain, Managing Director, (DIN: 00086811), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual FundNo concern identified with merit of the appointee. Governance concern: Skewed remuneration in favour of Promoter ED’s.
  • LIC Mutual FundNo concern identified with merit of the appointee. Governance concern: Skewed remuneration in favour of Promoter ED s.

  15 for3 against
• 4 - To appoint a Director in place of Mr. Anil Kumar Rao, Whole Time Director, (DIN: 01224525) who retires by rotation and being eligible, offers himself for re-appointment.

  18 for0 against
• 5 - Ratification of remuneration payable to M/S. Rohit Bansal & Associates, Cost Accountant, Cost Auditor of the Company

  18 for0 against
• 6 - To approve the sale or disposal of the Assets/Undertakings of the Company.

  5 for0 against
• 7 - Approval for increase in payment of remuneration to Related Party(ies) for holding the office or place of profit.

  ›Against Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundCompliant with law. Transparency concern: Profile of the appointee lacks adequate information. Unable to determine fairness of the selection process at the Company.
  • DSP Mutual FundAnirudh Jain, Vaibhav Jain and Anuj Jain were appointed as Project Directors at a monthly remuneration of Rs. 0.225 mn to each w.e.f. 1 November 2022. As clarified by the company, it now seeks approval to increase the cap of their remuneration by 0.5 mn per month effective 1 October 2024. Anirudh Jain is the son of Pradeep Kumar Jain, Chairman & Managing Director. He holds a Bachelor’s degree from Agra University in Commerce and has over 12 years of experience in the infrastructure and allied sectors. Vaibhav Jain is the son of Naveen Kumar Jain, Promoter. He holds a Bachelor’s Degree in Civil Engineering from Manipal University and has over 5 years of experience in Construction Industry. Anuj Jain is the son of Chakresh Kumar Jain, Managing Director. He holds a Bachelor’s Degree in Civil Engineering from Manipal University and has over 4 years of experience in construction industry. They were each paid Rs. 1.46 mn in FY23 and Rs. 2.70 mn in FY24. We estimate their FY25 remuneration at Rs. 3.2 mn. Although their remuneration is capped at 0.5 mn per month, for five years, there is still lack of clarity on the experience of the other General Managers who, as stated by the company, get paid between Rs. 0.3 mn per month to Rs. 0.55 mn per month. We raise concern that there are three promoter executive directors and another five 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 systemic checks and balances.
  • Invesco Mutual FundAnirudh Jain, Vaibhav Jain and Anuj Jain were appointed as Project Directors at a monthly remuneration of Rs. 0.225 mn to each w.e.f. 1 November 2022. As clarified by the company, it now seeks approval to increase the cap of their remuneration by 0.5 mn per month effective 1 October 2024. Anirudh Jain is the son of Pradeep Kumar Jain, Chairman & Managing Director. He holds a Bachelor’s degree from Agra University in Commerce and has over 12 years of experience in the infrastructure and allied sectors. Vaibhav Jain is the son of Naveen Kumar Jain, Promoter. He holds a Bachelor’s Degree in Civil Engineering from Manipal University and has over 5 years of experience in Construction Industry. Anuj Jain is the son of Chakresh Kumar Jain, Managing Director. He holds a Bachelor’s Degree in Civil Engineering from Manipal University and has over 4 years of experience in construction industry. They were each paid Rs. 1.46 mn in FY23 and Rs. 2.70 mn in FY24. We estimate their FY25 remuneration at Rs. 3.2 mn. Although their remuneration is capped at 0.5 mn per month, for five years, there is still lack of clarity on the experience of the other General Managers who, as stated by the company, get paid between Rs. 0.3 mn per month to Rs. 0.55 mn per month. We raise concern that there are three promoter executive directors and another five 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 systemic checks and balances
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  11 for7 against
• 8 - To consider and approve the appointment of Mr. Naresh Kumar Jain (DIN: 01281538) as an Independent Director of the Company for a term of two consecutive years.

  18 for0 against
• 9 - To consider and approve the appointment of Ms. Seema Singh (DIN: 10042852) as an Independent Director of the Company for a term of two consecutive years.

  18 for0 against

Mutual fund votes, meeting of 29 Sep 2023, 15 fund houses

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

• 1. To receive, consider and adopt –na) The audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, alongwiththe report of the Board of Directors and Auditors thereon;nb) The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, alongwiththe report of the Auditors thereon.nMoreLess

  13 for0 against
• 2. To declare dividend on equity shares for the financial year ended March 31, 2023

  14 for0 against
• 3. To appoint a Director in place of Mr. Chakresh Kumar Jain, Managing Director,(DIN:00086768),who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against HSBC Mutual Fund, Motilal Oswal Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • Motilal Oswal Mutual FundNo concern identified with merit of the appointee. Governance concern: Skewed remuneration in favour of Promoter ED’s.

  13 for2 against
• 5. RATIFICATION OF REMUNERATION PAYABLE TO M/S. ROHIT BANSAL& ASSOCIATES,COST ACCOUNTANT,COST AUDITOR OF THE COMPANY

  15 for0 against
• 6. RE-APPOINTMENT OF WHOLE TIME DIRECTOR- MR. TALLURI RAGHUPATI RAO (DIN-01207205)

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  13 for1 against
• 7. RE-APPOINTMENT OF MR. GAURI SHANKAR (DIN: 06764026) AS AN INDEPENDENT DIRECTOR FOR A SECOND TERM OF FIVE CONSECUTIVE YEARS

  ›Against Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • Kotak Mahindra Mutual FundGauri Shankar, 67 has over three decades of banking experience. As proposed in the resolution, re-appointment of Mr. Gauri Shankar for a second term of 5 years will result in his total tenure of more than 10 years i.e. almost 10 years and 5 months (23rd May, 2018 to 28th September, 2028. He has been an Director on the company board for more than 10 years, we believe that the length of tenure is inversely proportionate to the independence of a director. If the company believes that it will benefit from him serving on the board, it must reappoint him as a Non-Independent director. Hence voting against .
  • Motilal Oswal Mutual FundNo concern identified with merit of the appointee. Non-compliant with law: Proposed appointment of Independent director will exceed 5 years at the end of proposed term.

  13 for2 against
• 8. RE-APPOINTMENT OF MR. KRISHAN KUMAR JALAN (DIN: 01767702) AS AN INDEPENDENT DIRECTOR FOR A SECOND TERM OF FIVE CONSECUTIVE YEARS

  15 for0 against

Mutual fund votes, meeting of 29 Sep 2022, 14 fund houses

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

• 1 - To receive, consider and adopt –na)The audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, along with the report of the Board of Directors and Auditors thereon;nb)The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, along with the report of the Auditors thereonnMoreLess

  13 for0 against
• 2 - To declare dividend on equity shares for the financial year ended March 31, 2022.

  13 for0 against
• 3 - To appoint a Director in place of Mr. Yogesh Kumar Jain, Managing Director, (DIN: 00086811), 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

  12 for1 against
• 4 - To appoint a Director in place of Mr. Anil Kumar Rao, Whole Time Director, (DIN: 01224525) 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

  13 for1 against
• 5 - Ratification of remuneration payable to M/S. R K G & Associates, Cost Auditors of the company.

  13 for0 against

Mutual fund votes, meeting of 29 Sep 2021, 14 fund houses

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

• 1 - To receive, consider and adopt –nna) The audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, along with the report of the Board of Directors and Auditors thereon;nnb) The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, along with the report of the Auditors thereon.nMoreLess

  12 for0 against
• To declare dividend on equity shares for the financial year ended March 31, 2021.

  12 for0 against
• To appoint a Director in place of Mr. Chakresh Kumar Jain, Managing Director, (DIN: 00086768), who retires by rotation and being eligible, offers himself for re-appointment.

  12 for0 against
• To appoint a Director in place of Mr. Talluri Raghupati Rao, Whole Time Director, (DIN: 01207205) who retires by rotation and being eligible, offers himself for re-appointment.

  14 for0 against
• To consider and approve the Appointment of M/s. NSBP & Company, Chartered Accountants as the Statutory Auditors of the Company.

  14 for0 against
• Ratification of remuneration payable to M/S. R K G & Associates, Cost Auditors of the company.

  13 for0 against
• Reappointment of Mr. Pradeep Kumar Jain, Chairman & Managing Director (DIN: 00086653).

  ›Against DSP Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund

  • DSP Mutual FundPradeep Kumar Jain, 64, is part of the promoter family and Chairperson and MD. He is responsible for overall administration, supervision of projects and liaising with agencies. Pradeep Kumar Jain received remuneration of Rs. 111. 1 mn in FY21 as Chairperson and MD, of which Rs. 85. 3 mn was profit-linked commission. We estimate his FY22 remuneration at Rs. 150. 1 mn. While ~71% is estimated to be variable remuneration, the remuneration is higher than comparable peers, and comparable to the remuneration of Managing Directors of S&P BSE SENSEX companies. His commission is not capped in absolute amounts and overall remuneration can be up to 5% of net profits, while overall executive remuneration may range upto 10% of net profit. We expect companies to cap variable pay in absolute amounts. Further, the aggregate promoter family remuneration is high in absolute amounts at Rs. 328. 5 mn in FY21.
  • HDFC Mutual FundThe proposed remuneration is high
  • Nippon India Mutual FundNo absolute cap on remuneration

  9 for3 against

  1 abstained

• Reappointment of Mr. Chakresh Kumar Jain, Managing Director (DIN: 00086768).

  ›Against DSP Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund

  • DSP Mutual FundChakresh Kumar Jain, 58, is part of the promoter family and MD. He has 33 years of experience in the infrastructure sector. He is responsible for overall finance, project management & administration. Chakresh Kumar Jain received remuneration of Rs. 108. 7 mn in FY21 as MD, of which Rs. 85. 3 mn was profit-linked commission. We estimate his FY22 remuneration at Rs. 146. 0 mn. While ~73% is estimated to be variable remuneration, the remuneration is higher than industry peers. His commission is not capped in absolute amounts and overall remuneration can be up to 5% of net profits, while overall executive remuneration may range upto 10% of net profit. We expect companies to cap variable pay in absolute amounts. Further, the aggregate promoter family remuneration is high in absolute amounts at Rs. 328. 5 mn in FY21.
  • HDFC Mutual FundThe proposed remuneration is high
  • Nippon India Mutual FundNo absolute cap on remuneration

  9 for3 against

  1 abstained

• Reappointment of Mr. Yogesh Kumar Jain, Managing Directorn (DIN: 00086811). n

  ›Against DSP Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund

  • DSP Mutual FundYogesh Kumar Jain, 50, is part of the promoter family and MD. He is responsible for technical supervision of projects up to completion. Yogesh Kumar Jain received remuneration of Rs. 108. 7 mn in FY21 as MD, of which Rs. 85. 3 mn was profit-linked commission. We estimate his FY22 remuneration at Rs. 146. 0 mn. While ~73% is estimated to be variable remuneration, the remuneration is higher than industry peers. His commission is not capped in absolute amounts and overall remuneration can be up to 5% of net profits, while overall executive remuneration may range upto 10% of net profit. We expect companies to cap variable pay in absolute amounts. Further, the aggregate promoter family remuneration is high in absolute amounts at Rs. 328. 5 mn in FY21.
  • HDFC Mutual FundThe proposed remuneration is high
  • Nippon India Mutual FundNo absolute cap on remuneration

  9 for3 against

  1 abstained

• Reappointment of Mr. Anil Kumar Rao, Whole Time Director n(DIN: 01224525). n

  12 for0 against

  1 abstained

• Regularization of Mr. Subhash Chander Kalia, Independent Director n(DIN: 00075644). n

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundProposed term may exceed 5 years

  12 for1 against

  1 abstained

• Approval for Increase in Remuneration of Mr. Harshvardhan Jain for holding an Office or Place of Profit in the Company.

  ›Against DSP Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund, Shriram Mutual Fund, Taurus Mutual Fund

  • DSP Mutual Fund, Taurus Mutual FundHarshvardhan Jain is the son of Chakresh Kumar Jain, Managing Director. The company seeks to increase his remuneration to Rs. 0. 5 mn per month from Rs. 0. 25 mn per month currently. He received remuneration of Rs. 2. 9 mn in FY21 and Rs. 3. 0 mn in FY20. His proposed annual remuneration is Rs. 6. 0 mn. The company has not disclosed any details of his experience, contribution and value he brings to the business. The company needs to provide more details on his profile and greater clarity on the benchmarking of his experience and remuneration with those in his proposed designation or cadre. The resolution does not have a defined timeline and shareholders will not have an opportunity to periodically review his remuneration and employment terms going forward.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of information about the proposal. Company has not specified the tenure of this proposal. In the absence of an end date, the approval will be valid till perpetuity and shareholders will not get an opportunity to review the payments in the future. The company has also not provided any information on the candidate's qualifications, background and experience.
  • Nippon India Mutual FundInsufficient Information
  • Shriram Mutual FundNo sufficient information to take a decisive call

  8 for5 against

  1 abstained

Mutual fund votes, meeting of 30 Sep 2020, 9 fund houses

• 1 - To receive, consider and adopt –nna) The audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020, along with the report of the Board of Directors and Auditors thereon;nnb) The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020, along with the report of the Auditors thereon.nMoreLess

  8 for0 against

  1 abstained

• To confirm interim dividend as final dividend for the financial year 2019-20

  8 for0 against

  1 abstained

• To appoint a Director in place of Shri Anil Kumar Rao, Whole-Time Director, (DIN: 01224525), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundAnil Kumar Rao, 58, is the Whole Time Director of the company. He was first appointed on the board on 17 November 2000. He attended 50% (3 out of 6) of the meetings held in FY20 and 64% (9 out of 14) of the meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings and have a threshold of 75% attendance in board meetings over a period of three years.

  7 for1 against

  1 abstained

• Ratification of remuneration payable to M/S. R K G & Associates, Cost Auditors of the company.

  8 for0 against

  1 abstained

• Special incentive to Mr. Anil Kumar Rao (DIN: 01224525), Whole Time Director

  8 for0 against

  1 abstained

Mutual fund votes, meeting of 30 Sep 2019, 8 fund houses

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

• 1. To receive, consider and adopt –na) The audited Standalone Financial Statements of the Company for the financial year ended March 31, 2019, along with the report of the Board of Directors and Auditors thereon;nnb) The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019, along with the report of the Auditors thereon.nMoreLess

  7 for0 against

  1 abstained

• To declare dividend on equity shares for the financial year ended 31st March 2019

  6 for0 against
• To appoint a Director in place of Shri Yogesh Kumar Jain, Managing Director, (DIN: 00086811), who retires by rotation and being eligible, offers himself for re-appointment

  8 for0 against
• Ratification of Remuneration payable to M/S. R K G & Associates, Cost Auditors of the Company

  8 for0 against
• Revision in the remuneration of Mr. Pradeep Kumar Jain (Din:00086653), Chairman and Managing Director of the Company

  7 for0 against
• Revision in the remuneration of Mr. Chakresh Kumar Jain (Din:00086768), Managing Director of the Company

  8 for0 against
• Revision in the remuneration of Mr. Yogesh Kumar Jain (Din:00086811), Managing Director of the Company

  7 for0 against
• Revision in the remuneration of Mr. Anil Kumar Rao (Din:01224525), Whole Time Director of the Company

  8 for0 against
• Re-appointment of Mr. Ashok Kumar Gupta (Din:02808356) as an Independent Director for a Second Term of Five Consecutive Years

  ›Against Bank of India Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual FundAshok Kumar Gupta is a Professor, S. N. Medical College, Agra. He has been on the board of the company for 10 years (since September 2009). Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing him as a non-independent non-executive director.
  • Nippon India Mutual FundPossible Non-Compliance with Companies Act section 149

  5 for3 against
• Re-appointment of Mr. C. R. Sharma (Din:00522678) as an Independent Director for a second term of five consecutive years

  ›Against Bank of India Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual FundC R Sharma is a Management Consultant. He has been on the board of the company for 12 years (since October 2007). Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing him as a non-independent non-executive director.
  • Nippon India Mutual FundPossible Non-Compliance with Companies Act section 149

  4 for3 against
• Re-appointment of Mrs. Deepika Mittal (Din:06966373) as an Independent Director for a second term of five consecutive years

  8 for0 against
• Approve Continuation of Mr. C. R. Sharma (Din:00522678) as a Non- Executive Independent Director of the Company

  ›Against Bank of India Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual FundRecent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change C R Sharma’s (aged 77) reappointment as an Independent Director requires shareholder approval. He has been on the board of the company for 12 years (since October 2007). Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing him as a non-independent non-executive director.
  • Nippon India Mutual FundPossible Non-Compliance with Companies Act section 149

  4 for3 against
• Appointment of Mr. Krishan Kumar Jalan (Din:01767702) as an Independent Director of the Company

  8 for0 against
• Appointment of Mr. Talluri Raghupati Rao (Din: 01207205) as a Director, liable to retire by rotation

  8 for0 against
• Appointment of Mr. Talluri Raghupati Rao (Din: 01207205) as a Whole-Time Director of the Company

  8 for0 against