Prince Pipes and Fittings MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 11 Sep 2024, 13 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 March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon.

  13 for0 against
• To declare final dividend of ¿1/- (Rupees One) per equity share face value of ¿10/- each for the Financial Year ended March 31, 2024

  13 for0 against
• To appoint a Director in place of Mr. Jayant Chheda (DIN: 00013206), who retires by rotation and being eligible, offers himself for re-appointment

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance concern: Combined position of Chairman and Executive Director may lead to concentration of power in the hand of a single person.

  8 for5 against
• To ratify the remuneration payable to Cost Auditors for the Financial Year 2024-25

  13 for0 against
• To reappoint and increase in the remuneration payable to Mrs. Heena Chheda being related party, holding office or place of profit in the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, SBI Mutual FundMs. Heena Chheda, 53, is part of the promoter family and wife of Parag Chheda, Joint Managing Director. She has been associated with the company since 2009 and is currently designated as President – Human Resource. She previously served as Vice President – Finance. The board must explain how she is suitable for both roles, given the differences in required skill sets. In FY24, Ms. Heena Chheda received remuneration of Rs 11.3 mn. Her proposed remuneration for FY25 is Rs. 13.9mn. In FY24, her remuneration increased by 22% which is 2.75x the increase in median employee remuneration at 8% and 2x the increase in managerial remuneration that averaged at 11%. Other than family relationships, the rationale for her to hold an executive role and the increase in remuneration are unclear – the company has not provided any background, qualifications, nor previous experience for Heena Chheda. The company must disclose if the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company. We continue to raise concern over the high number of family members in the business – and while this is not unusual in Indian family-controlled businesses, three board positions and four office of profit positions is disproportionate for the size of the business. We do not support the increase in remuneration.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Inadequate disclosures regarding the basis of arriving at the proposed pay. Fairness cannot be ascertained.
  • Edelweiss Mutual FundRemuneration on higher side

  4 for9 against
• To reappoint and increase in the remuneration payable to Mr. Nihar Chheda being related party, holding office or place of profit in the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundNihar Chheda, 27, is part of the promoter family and son of Parag Chheda and grandson of Jayant Chheda. He is graduate in Industrial Engineering from Purdue University USA and currently designated as Vice President - Strategy. His FY24 remuneration is Rs. 11.0 mn. We estimate his remuneration for FY25 at Rs. 13.6 mn. His proposed remuneration is disproportionate to his limited work experience of five years. In FY24, his remuneration increased by 38% which is 4.75x the increase in median employee remuneration at 8% and almost 3.5x the increase in managerial remuneration that averaged at 11%. The company must disclose if his designation and the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company. We continue to raise concern over the high number of family members in the business – and while this is not unusual in Indian family-controlled businesses, three board positions and four office of profit positions is disproportionate for the size of the business.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Inadequate disclosures regarding the basis of arriving at the proposed pay. Fairness cannot be ascertained.
  • Edelweiss Mutual FundRemuneration on higher side
  • SBI Mutual FundNihar Chheda, 27, is part of the promoter family and son of Parag Chheda and grandson of Jayant Chheda. He is graduate in Industrial Engineering from Purdue University USA and currently designated as Vice President - Strategy. His FY24 remuneration is Rs. 11.0 mn. We estimate his remuneration for FY25 at Rs. 13.6 mn. His proposed remuneration is disproportionate to his limited work experience of five years. In FY24, his remuneration increased by 38% which is 4.75x the increase in median employee remuneration at 8% and almost 3.5x the increase in managerial remuneration that averaged at 11%. The company must disclose if his designation and the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company. We continue to raise concern over the high number of family members in the business – and while this is not unusual in Indian family-controlled businesses, three board positions and four office of profit positions is disproportionate for the size of the business. We do not support the resolution.

  4 for9 against
• To approve shifting of the registered office of the Company from one state to another and consequent amendments in the Memorandum of Association of the Company

  12 for0 against

Mutual fund votes, meeting of 7 Jul 2024, 12 fund houses

• Appointment of Mr. Ankur Bansal (DIN: 03082396), as a Non-Executive, Independent Director of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Proposed ID related to previous ID.
  • Nippon India Mutual FundProposed ID related to previous ID

  8 for4 against

Mutual fund votes, meeting of 21 Sep 2023, 10 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 March 31, 2023, together with the Reports of the Board of Directors and Auditors thereon.

  10 for0 against
• To appoint a director in place of Mr. Vipul Chheda (DIN: 00013234) who retires by rotation and being eligible, offers himself for re-appointment.

  10 for0 against
• To Re-appoint Mr. Jayant Chheda (DIN: 00013206) as a Chairman and Managing Director of the Company and approval of his remuneration.

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Holding Executive Chairman Position. No absolute cap on variable pay.
  • Nippon India Mutual FundNo absolute cap on variable pay

  7 for3 against
• To Re-appoint Mr. Parag Chheda (DIN: 00013222) as a Whole Time Director designated as a Joint Managing Director of the Company and approval of his remuneration.

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: No absolute cap on variable pay.
  • Nippon India Mutual FundNo absolute cap on variable pay

  7 for3 against
• To Re-appoint Mr. Vipul Chheda (DIN: 00013234) as a Whole Time Director of the Company and approval of his remuneration.

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: No absolute cap on variable pay.
  • Nippon India Mutual FundNo absolute cap on variable pay

  7 for3 against
• To Re-appoint Mr. Rajendra Gogri (DIN: 00061003) as an Independent Director of the Company.

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundNon-compliance with section 149 of the Companies Act, 2013: Prior approval of shareholders not obtained for re-appointment
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  7 for3 against
• To Appoint Mrs. Amisha Vora (DIN: 00089193) as an Independent Director of the Company.

  10 for0 against
• To ratify the payment of remuneration to the Cost Auditors for the Financial Year 2023-24.

  4 for0 against
• To ratify related party transaction in respect to hold office or place of profit in the Company by Mrs. Heena Chheda

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Excess increment in remuneration proposed vis-à-vis that paid to other KMPs.
  • Nippon India Mutual FundRemuneration is high
  • SBI Mutual FundMs. Heena Chheda, 52, is the wife of promoter and Joint Managing Director, Parag Chheda. At the 2022 AGM, she her remuneration as Vice President - Finance was revised. She is currently President – Human Resource. Her present monthly salary is Rs. 859,375. In FY23, Ms. Heena Chheda received remuneration of Rs 9.3 mn. We estimate her FY24 remuneration at Rs. 10.3 mn. We note that the company has sought approval to increase her remuneration thrice during her present term without a detailed rationale for the same. We also raise concerns over the lack of transparency by not providing terms of her employment and work experience, and the experience and skill sets for the change in roles from Finance to HR. The company must disclose if the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company. This is why we do not support the resolution.

  6 for4 against
• To ratify related party transaction in respect to hold office or place of profit in the Company by Mr. Nihar Chheda.

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Excess increment in remuneration proposed vis-à-vis that paid to other KMPs.
  • Nippon India Mutual FundRemuneration is high
  • SBI Mutual FundNihar Chheda, 26, is part of the promoter family: he is the son of Parag Chheda and grandson of Jayant Chheda. He is graduate in Industrial Engineering from Purdue University USA and currently designated as Vice President - Strategy. His present monthly salary is Rs. 793,206. Nihar Chheda’s FY23 remuneration is Rs. 7.9 mn. We estimate his remuneration for FY24 at Rs. 10.3 mn, assuming a 30% hike. His proposed remuneration is disproportionate to his limited work experience of four years. We note that the company has sought approval to increase his remuneration thrice within a span of three years, without a detailed rationale for the same. Further, the company must disclose if the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company. This is why we do not support the resolution.

  6 for4 against

Mutual fund votes, meeting of 21 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 of the Company for the Financial Year ended March 31, 2022 together with the Reports of the Board of Directors and Auditors thereon.

  6 for0 against
• 2 - To declare final dividend on Equity Shares for the Financial Year ended March 31, 2022, and to confirm payment of Interim dividend on Equity Shares declared by the Board of Directors of the CompanyMoreLess

  6 for0 against
• To appoint a Director in place of Mr. Parag Chheda (DIN: 00013222) who retires by rotation and being eligible, offers himself for re-appointment.

  6 for0 against
• To ratify the payment of remuneration to the Cost Auditors for the Financial Year 2022-23.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow audit fees

  5 for1 against
• To Re-appoint Mr. Dilip Deshpande (DIN: 08488986) as an Independent Director of the Company.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  5 for1 against
• Increase in the remuneration by 25% over existing remuneration payable to Mrs. Heena Chheda being related party, holding office or place of profit in the Company.

  ›Against Invesco Mutual Fund, Nippon India Mutual Fund

  • Invesco Mutual FundMs. Heena Chheda, 51, is part of the promoter family and wife of Parag Chheda, Joint Managing Director. She has been associated with the company since 2009 and is currently designated as Vice-President Finance. Her present monthly salary is Rs. 687,500 In FY22, Ms. Heena Chheda received remuneration of Rs. 7.5 mn. Her proposed remuneration for FY23 is Rs. 10.3 mn and can range to a maximum of Rs. 12.9 mn over her current tenure ending on 30 September 2024. We note that the company has sought approval to increase her remuneration twice during her present term without a detailed rationale for the same.
  • Nippon India Mutual FundInsufficient information

  3 for2 against
• Increase in the remuneration by 50% over existing remuneration payable to Mr. Nihar Chheda being related party, holding office or place of profit in the Company.

  ›Against Invesco Mutual Fund, Nippon India Mutual Fund

  • Invesco Mutual FundNihar Chheda,25, is part of the promoter family and son of Parag Chheda and grandson of Jayant Chheda. He is graduate in Industrial Engineering from Purdue University USA and currently designated as Vice President - Strategy. His present monthly salary is Rs. 528,804 His FY22 remuneration was Rs. 5.7 mn. We estimate his remuneration for FY23 at Rs. 9.5 mn, assuming a 50% hike. His maximum remuneration can reach upto Rs. 14.3 mn during his current tenure ending on 30 September 2024. We note that the company has sought approval to increase his remuneration twice during his present term without a detailed rationale for the same. Further, the company must disclose if the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company.
  • Nippon India Mutual FundInsufficient information

  3 for2 against
• Alteration of the Memorandum of Association of the Company

  6 for0 against

Mutual fund votes, meeting of 15 Sep 2021, 8 fund houses

• To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Reports of the Board of Directors and Auditors thereon.

  8 for0 against
• To appoint a Director in place of Mr. Jayant Chheda (DIN: 00013206) who retires by rotation and being eligible, offers himself for re-appointment

  8 for0 against
• To declare final dividend on Equity Shares for the Financial Year ended March 31, 2021 and to confirm payment of Interim dividend on Equity Shares declared by the Board of Directors of the Company.

  8 for0 against
• To appoint Statutory Auditors and authorise Board of Directors to fix remuneration of M/s. N.A. Shah Associates LLP., Chartered Accountant, (Firm Registration Number:116560W/W100149) for a term of five consecutive years.MoreLess

  8 for0 against
• To ratify the payment of remuneration to the Cost Auditors for the Financial Year 2021-22.

  8 for0 against
• Increase in the remuneration payable to Mrs. Heena Chheda being related party, holding office or place of profit in the Companyn

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

  • Bank of India Mutual FundIn FY21, Heena Chheda received remuneration of Rs 6. 6 mn. Her proposed remuneration is Rs. 8. 3 mn for each year during her three-year tenure and will be maximum of Rs. 12. 9 mn over her current tenure. We raise concerns over the lack of transparency by not providing terms of her employment and work experience for shareholders in making an informed decision. Further, the company must disclose if the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company.
  • Invesco Mutual FundIn FY21, Heena Chheda received remuneration of Rs. 6.6 mn. Her proposed remuneration is Rs. 8.3 mn for each year during her three-year tenure and will be maximum of Rs. 12.9 mn over her current tenure. We raise concerns over the lack of transparency by not providing terms of her employment and work experience for shareholders in making an informed decision. Further, the company must disclose if the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company
  • Nippon India Mutual FundInsufficient Information

  5 for3 against
• Increase in the remuneration payable to Mr. Nihar Chheda being related party, holding office or place of profit in the Company as an Ordinary Resolution.

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

  • Bank of India Mutual FundNihar Chheda is part of the promoter family and son of Parag Chheda and grand son of Jayant Chheda. He is graduate in Industrial Engineering from Purdue University USA and currently designated as Vice President - Strategy. Nihar Chheda’s FY21 remuneration is Rs. 4. 83 mn. His maximum remuneration can reach upto Rs. 11. 5 mn during the three-year tenure. However, given his limited experience of two years, the remuneration is high. Further, the company must disclose if the proposed remuneration is comparable to employees with the same level of qualifications and experience in the company.
  • Nippon India Mutual FundRemuneration is high

  6 for2 against

Mutual fund votes, meeting of 23 Sep 2020, 7 fund houses

• To consider, approve and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2020

  6 for0 against

  1 abstained

• Re-appointment of Director Mr. Vipul Chheda (DIN:00013234), who retires by rotation

  7 for0 against
• Re-appointment of Mr. Jayant Chheda (DIN: 00013206) as a Chairman and Managing Director of the Company and approval of his remuneration.

  7 for0 against
• Re-appointment of Mr. Parag Chheda (DIN: 00013222) as a Whole Time Director designated as a Joint Managing Director of the Company and approval of his remuneration

  7 for0 against
• Re appointment of Mr. Vipul Chheda (DIN: 00013234) as a Whole time Director of the Company and approval of his remuneration.

  7 for0 against
• To ratify related party transaction in respect to hold office or place of profit in the Company by Mrs. Heena Chheda.

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundMs. Heena Chheda is part of the promoter family and wife of Parag Chheda. She holds a bachelor’s degree in commerce from the University of Bombay and currently designated as Vice President – Finance and Accounts. Her proposed remuneration of upto Rs. 7.9 mn (including perquisites). We raise concern over the lack of transparency by not providing terms of her employment and work experience for shareholders in making an informed decision

  5 for1 against

  1 abstained

• To ratify related party transaction in respect to hold office or place of profit in the Company by Mr. Nihar Chheda.

  7 for0 against
• Re-appointment of Mr. Ramesh Chandak (DIN: 00026581) as an Independent Director of the Company

  7 for0 against
• Re-appointment of Mr. Mohinder Pal Bansal (DIN: 01626343) as an Independent Director of the Company.

  7 for0 against
• Re-appointment of Mrs. Uma Mandavgane (DIN: 03156224) as an Independent Director of the Company.

  7 for0 against
• Appointment of Mr. Rajendra Gogri (DIN: 00061003) as an Independent Director of the Company.

  7 for0 against
• Appointment of Mr. Satish Chavva (DIN: 03615175) as a (Non-Executive) Nominee Director of the Company.

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundSatish Chavva, 46, has about two decades of experience in Private Equity. He is Director - Investment with Oman India Joint Investment Fund, which owned 5.1% of the company’s equity. We have no problem with the appointment of nominee director, but we do not support board permanency, as it restricts shareholders the right to vote on director reappointment.

  6 for1 against
• To ratify the payment of remuneration to the Cost Auditors for the Financial Year 2020-21.

  7 for0 against
• Alteration of the Articles of Association of the Company.

  7 for0 against
• Keeping registers, returns etc at registered office/other place.

  7 for0 against
• Approval to deliver document through a particular mode as may be sought by the member

  7 for0 against