Piramal Pharma MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Jul 2025, 24 fund houses

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

• Adoption of the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2025 and the Reports of the Board of Directors and Auditors thereon

  22 for0 against
• Declaration of final dividend on equity shares for the financial year ended March 31, 2025

  24 for0 against
• Re-appointment of Ms. Nandini Piramal (DIN: 00286092), who retires by rotation and being eligible, offers herself for re-appointment

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

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance concern: Combined position of Executive Chairman, concentration of power in the hands of a single person.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundAppointment compliant with law. Governance concern: Combined position of Executive Chairman, concentration of power in the hands of a single person.

  18 for6 against
• Appointment of Statutory Auditors of the Company

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency Concern: Rationale for a material change in audit fee not disclosed.
  • Baroda BNP Paribas Mutual FundAlthough legally compliant, company has not given any clarification for material change in audit fee
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern w.r.t merits of Proposed Statutory Auditor. Transparency Concern: Rationale for a material change in audit fee not disclosed.

  16 for6 against
• Appointment of Mr. Amit Jain as a Non-Executive, Non-Independent Director

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met and Amit Jain is a non-independent director nominee.
  • HSBC Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met (based on our _x000D_ reclassification), and Amit Jain is a non-independent director nominee.

  22 for2 against
• Re-appointment of Mr. Jairaj Purandare as an Independent Director

  24 for0 against
• Appointment of Secretarial Auditor of the Company

  24 for0 against
• Ratification of remuneration payable to Cost Auditors

  24 for0 against
• Issue of Non-Convertible Debentures on Private Placement Basis

  24 for0 against

Mutual fund votes, meeting of 21 Mar 2025, 23 fund houses

• Appointment of Ms. Nathalie Leitch (DIN:09557042) as Non-Executive, Non-Independent Director

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met, and Nathalie Leitch is a non-independent director nominee.
  • HSBC Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met (based on our reclassification), and Nathalie Leitch is a non-independent director nominee.

  21 for2 against

Mutual fund votes, meeting of 26 Jul 2024, 19 fund houses

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

• Adoption of the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March31, 2024 and the Reports of the Board of Directors and Auditors thereon.

  18 for0 against
• Declaration of final dividend on equity shares for the financial year ended March 31, 2024.

  19 for0 against
• Re-appointment of Mr. Vivek Valsaraj (DIN: 06970246), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met, and Vivek Valsaraj is a non-independent director nominee.

  17 for1 against
• Re-appointment of Mr. Vivek Valsaraj as Executive Director of the Company

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met, and Vivek Valsaraj is a non-independent director nominee.

  17 for1 against
• Payment of Commission to Non-Executive Directors of the Company

  19 for0 against
• Issue of Non-Convertible Debentures on Private Placement Basis

  19 for0 against
• Ratification of remuneration payable to Cost Auditors

  19 for0 against

Mutual fund votes, meeting of 31 Jul 2023, 7 fund houses

• Adoption of Audited Financial Statements (Standalone and Consolidated) and the Reports of the Board of Directors and Auditors thereon of the Company for the financial year ended on March 31, 2023

  7 for0 against
• Re-appointment of Mr. Neeraj Bhardwaj, who retires by rotation and being eligible, seeks reappointment

  ›Against Franklin Templeton Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met and Neeraj Bharadwaj is a non-independent director nominee.
  • Motilal Oswal Mutual FundRe-appointment Compliant with law. Governance concern: Holding position in entities with same line of business, may lead to conflict of interest situations.
  • Nippon India Mutual FundHolding position in entities with same line of business

  4 for3 against
• Re-appointment of Mr. Peter DeYoung as Executive Director of the Company.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The board independence norms are not met, and Peter DeYoung is a non-independent director nominee. • Peter DeYoung is a relative to Nandini Piramal who is a member of the nomination and remuneration committee, thus creating a material conflict of interest and making it difficult to ascertain whether the committee has been judicious while deciding the terms of his remuneration. • Peter DeYoung will be paid the proposed remuneration irrespective of the company's financial performance during her tenure. • The resolution entails giving discretion to the board to revise his remuneration by up to 30% of the salary annually. Large increase in fixed pay should be accompanied with adequate rationale justifying the increase. As a good practice, pay increases should be gradual with adequate disclosures and periodic shareholder approvals. • Additionally, the remuneration package of Peter DeYoung includes performance linked incentives. While variable pay is common in India, the standard practice is to link it to certain parameters like individual and company performance. In this case the company has not disclosed the metrics and performance parameters that will be used to determine the bonus element which might lead to discretionary payouts.

  6 for1 against
• Re-appointment of Ms. Nandini Piramal as Chairperson of the Company

  ›Against Franklin Templeton Mutual Fund, Motilal Oswal Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • Nandini Piramal will be paid the proposed remuneration irrespective of the company's financial performance during her tenure. • The resolution entails giving discretion to the board to revise her remuneration by up to 30% of the salary annually. Large increase in fixed pay should be accompanied with adequate rationale justifying the increase. As a good practice, pay increases should be gradual with adequate disclosures and periodic shareholder approvals. • Additionally, the remuneration package of Nandini Piramal includes performance linked incentives. While variable pay is common in India, the standard practice is to link it to certain parameters like individual and company performance. In this case the company has not disclosed the metrics and performance parameters that will be used to determine the bonus element which might lead to discretionary payouts.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Holding dual position of Chairperson and Executive Director.

  5 for2 against
• Amendment of Articles of Association of the Company

  7 for0 against
• Issue of Non-Convertible Debentures on Private Placement Basis

  7 for0 against
• Ratification of remuneration payable to Cost Auditors

  7 for0 against

Mutual fund votes, meeting of 20 Mar 2023, 2 fund houses

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

• 1 - Ratification of the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022.

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price and maximum options per employee not disclosed. Governance Concern: Potential excessive benefits per employee. Extension of scheme to group companies without compelling reasons / justifications

  0 for1 against
• 2 - Ratification of the extension of the benefits under the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022 to the employees of holding, subsidiary companies and group companies of the Company.MoreLess

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price and maximum options per employee not disclosed. Governance Concern: Potential excessive benefits per employee. Extension of scheme to group companies without compelling reasons / justifications.

  0 for1 against
• 3 - Ratification for implementation of the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022 through trust route.

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price and maximum options per employee not disclosed. Governance Concern: Potential excessive benefits per employee. Extension of scheme to group companies without compelling reasons / justifications.

  1 for1 against
• 4 - Ratification for acquisition of shares of the Company by the Trust for the purposes of Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022.

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price and maximum options per employee not disclosed. Governance Concern: Potential excessive benefits per employee. Extension of scheme to group companies without compelling reasons / justifications.

  0 for1 against
• 5 - Ratification of the approval on granting loan and/ or providing guarantee or security for purchase of the shares of the Company by the Trust / Trustees of the Trust for the benefit of the employees under the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022.MoreLess

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price and maximum options per employee not disclosed. Governance Concern: Potential excessive benefits per employee. Extension of scheme to group companies without compelling reasons / justifications.

  1 for1 against

Mutual fund votes, meeting of 19 Feb 2023, 1 fund house

• 1. Ratification of the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022 2. Ratification of the extension of the benefits under the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022 to the employees of holding, subsidiary companies and group companies of the Company 3. Ratification for implementation of the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022 through trust route 4. Ratification for acquisition of shares of the Company by the Trust for the purposes of Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022 5. Ratification of the approval on granting loan and/ or providing guarantee or security for purchase of the shares of the Company by the Trust / Trustees of the Trust for the benefit of the employees under the Piramal Pharma Limited - Employee Stock Option and Incentive Plan 2022MoreLess

  ›Against quant Mutual Fund

  • quant Mutual FundRes 1-5 Vote: AGAINST Explanation: All the aforementioned resolutions refer to the company’s 2022 ESOP and incentive plan. The policy has erred on multiple fronts as follows. The company has not disclosed the exercise price/ SAR price/ pricing formula clearly and the broadness of the range of exercise price can even lend a cost of INR 87cr p.a. ((CMP – INR 10) * 8.88cr shares / 6 years) to the plan, which would have to be borne by the broader base of shareholders. The company has also not disclosed the maximum number of options that can be granted to an employee, as required by SEBI. Hence, we believe that the 2022 ESOP & incentive plan of Piramal Pharma is not compliant with law. Hence, we vote against the resolution. Under res 2, the company seeks to extend the plan to group companies including associate companies and the holding company. Extending such a scheme to associate/ holding companies is not adequately justified, in our opinion. Also, the size of the plan at ca. 7.5% (ESOP + SAR) is beyond a reasonable amount of dilution that should be expected.

  0 for1 against