Ratnamani Metals & Tubes CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Aug 2024, 20 fund houses

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

• Adoption of the Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2024, together with the Reports of the Auditors and Board of Directors thereon and adoption of the Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024 and the Report of the Auditors thereon.MoreLess

  20 for0 against
• Declaration of Dividend of Rs.14.00 per Equity Share on 7,00,92,000 Equity Shares having Face Value of Rs.2/- each for the financial year ended on March 31, 2024.

  20 for0 against
• Re-appointment of Shri Shanti M. Sanghvi (DIN: 00007955), as a Director of the Company who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013.

  20 for0 against
• Ratification of the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, having Firm Registration No.000028 as the Cost Auditors of the Company for the Financial Year ending on March 31, 2025.MoreLess

  20 for0 against
• Authority to the Board of Directors of the Company to advance any loan, give any guarantee or provide any security in connection with any loan taken or to be taken by one or more present and future Subsidiary(ies) of the Company pursuant to Section 185 read with Section 186 of the Companies Act, 2013 to the extent of Rs. 300 Crores.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual FundAt the 2023 AGM the company obtained shareholder approval to grant any loans/ guarantees/ securities upto Rs. 1.0 bn to entities in which directors are interested. Utilization levels are Rs.85 mn, which comprises a loan to Ratnamani Finow Spooling Solutions Private Limited, a 51% subsidiary setup as a joint venture with Technoenergy AG, Switzerland. To this extent, there is sufficient headroom in the available limits. We do not support the resolution since it is enabling – it allows for extension for support under section 185 to future subsidiaries. There is no clarity if the support extended in the future will be to the extent of shareholding. In the absence of such clarity, the resolution allows the company to support companies that are promoter-managed.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013.
  • Edelweiss Mutual FundNot in interest of minority shareholders
  • HDFC Mutual FundAs the resolution is open ended there could be a possibility that the support could be extended to other companies directly/indirectly controlled by the promoters
  • ICICI Prudential Mutual FundAt the 2023 AGM the company obtained shareholder approval to grant any loans/ guarantees/ securities upto Rs. 1.0 billon to entities in which directors are interested. Utilization levels are Rs.85 million, which comprises a loan to Ratnamani Finow Spooling Solutions Private Limited, a 51% subsidiary setup as a joint venture with Technoenergy AG, Switzerland. To this extent, there is sufficient headroom in the available limits. The AMC do not support the resolution since it is enabling – it allows for extension for support under section 185 to future subsidiaries. There is no clarity if the support extended in the future will be to the extent of shareholding. In the absence of such clarity, the resolution allows the company to support companies that are promoter-managed. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundAt the 2023 AGM the company obtained shareholder approval to grant any loans/ guarantees/ securities upto Rs. 1.0 bn to entities in which directors are interested. Utilization levels are Rs. 85 mn, which comprises a loan to Ratnamani Finow Spooling Solutions Private Limited, a 51% subsidiary setup as a joint venture with Technoenergy AG, Switzerland. To this extent, there is sufficient headroom in the available limits. We do not support the resolution since it is enabling – it allows for extension for support under section 185 to future subsidiaries. There is no clarity if the support extended in the future will be to the extent of shareholding. In the absence of such clarity, the resolution allows the company to support companies that are promoter-managed.
  • Kotak Mahindra Mutual FundAt the 2023 AGM the company obtained shareholder approval to grant any loans/ guarantees/ securities upto Rs. 1.0 bn to entities in which directors are interested. Utilization levels are Rs.85 mn, which comprises a loan to Ratnamani Finow Spooling Solutions Private Limited, a 51% subsidiary setup as a joint venture with Technoenergy AG, Switzerland. To this extent, there is sufficient headroom in the available limits. We do not support the resolution since it is enabling it allows for extension for support under section 185 to future subsidiaries. There is no clarity if the support extended in the future will be to the extent of shareholding. In the absence of such clarity, the resolution allows the company to support companies that are promoter-managed. Hence voting against.
  • Mirae Asset Mutual FundMore clarity required on the proposal

  3 for17 against
• Appointment of Smt. Sangeetha Chhajed (DIN:10698049) as Non-Executive, Independent Woman Director of the Company for a period of 5 (Five) years commencing from July 18, 2024 through July 17, 2029 (both days inclusive).MoreLess

  20 for0 against
• Appointment of Shri Rajendra Shantilal Shah (DIN: 00061922) as Non-Executive, Independent Director of the Company for a period of 5 (Five) years commencing from September 11, 2024 through September 10, 2029 (both days inclusive).MoreLess

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNo related experience

  19 for1 against
• Appointment of Shri Manoj Prakash Sanghvi (DIN: 00027040) as Whole Time Director and Key Managerial Personnel, to be designated as Whole Time Director and Chief Executive Officer (WTD-CEO) of the Company for a period of five years commencing from September 11, 2024 through September 10, 2029 (both days inclusive) and fixation of remuneration payable to him.MoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual FundManoj P. Sanghvi, 44, is Prakash Sanghvi’s son and belongs to the promoter family. He has been associated with the company since 2004. Prior to joining the board, he served as Business Head (C. S. Pipes) from 2014 onwards. His FY24 remuneration aggregated Rs. 15.6 mn. With his proposed appointment, there will be five promoters on the board in an executive capacity. The promoter representation is disproportionate to the size of the company. Further, there are several family members in offices of profit. This practice deters from attracting the right talent to the company. There is no clarity on the size of business that has previously been under his responsibility. The disclosures on his remuneration structure are open-ended – as a result, we are unable to estimate his proposed compensation. We note that aggregate commission to executive directors is capped at Rs. 500 mn – however, the amount that Manoj Prakash Sanghvi is eligible for is unclear. There are neither any disclosures on the size and nature of his responsibilities as an Executive Director nor the performance metrics that will determine his commission payout. In FY24, the overall promoter remuneration aggregated Rs. 620.3 mn, which was 7.5% of the consolidated PBT and 24.1% of the consolidated employee benefit expense, which is high.
  • Edelweiss Mutual Fund2 resolutions clubbed in one
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Invesco Mutual FundManoj P. Sanghvi, 44, is Prakash Sanghvi’s son and belongs to the promoter family. He has been associated with the company since 2004. Prior to joining the board, he served as Business Head (C. S. Pipes) from 2014 onwards. His FY24 remuneration aggregated Rs. 15.6 mn. With his proposed appointment, there will be five promoters on the board in an executive capacity. The promoter representation is disproportionate to the size of the company. Further, there are several family members in offices of profit. This practice deters from attracting the right talent to the company. There is no clarity on the size of business that has previously been under his responsibility. The disclosures on his remuneration structure are open-ended – as a result, we are unable to estimate his proposed compensation. We note that aggregate commission to executive directors is capped at Rs. 500 mn – however, the amount that Manoj Prakash Sanghvi is eligible for is unclear. There are neither any disclosures on the size and nature of his responsibilities as an Executive Director nor the performance metrics that will determine his commission payout. In FY24, the overall promoter remuneration aggregated Rs. 620.3 mn, which was 7.5% of the consolidated PBT and 24.1% of the consolidated employee benefit expense, which is high
  • Mahindra Manulife Mutual FundManoj P. Sanghvi, 44, is Prakash Sanghvi’s son and belongs to the promoter family. He has been associated with the company since 2004. Prior to joining the board, he served as Business Head (C. S. Pipes) from 2014 onwards. His FY24 remuneration aggregated Rs. 15.6 mn. With his proposed appointment, there will be five promoters on the board in an executive capacity. Succession planning is part of strategic planning in promoter run firms and we support the appointment of next generation leadership on boards. Nonetheless, in Ratnamani Metals & Tubes' case there are several family members in offices of profit. This practice deters from attracting the right talent to the company. The disclosures on his remuneration structure are open-ended – as a result, we are unable to estimate his proposed compensation. We note that aggregate commission to executive directors is capped at Rs. 500 mn – however, the amount that Manoj Prakash Sanghvi is eligible for is unclear. There are neither any disclosures on the size and nature of his responsibilities as an Executive Director nor the performance metrics that will determine his commission payout. In FY24, the overall promoter remuneration aggregated Rs. 620.3 mn, which was 7.5% of the consolidated PBT and 24.1% of the consolidated employee benefit expense, which is high. While we support Mr Manoj Sanghvi's appointment on the board, we are unable to support the remuneration terms. Ideally, the company should have separated the appointment and remuneration proposals.

  13 for7 against
• Appointment of Shri Prashant Jayantilal Sanghvi (DIN: 00631700) as Whole Time Director and Key Managerial Personnel to be designated as Whole Time Director of the Company for a period of five years commencing from September 11, 2024 through September 10, 2029 (both days inclusive) and fixation of remuneration payable to him.MoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual FundPrashant J Sanghvi, 44, is Jayantilal Sanghvi’s son and belongs to the promoter family. He has been associated with the company since 2004. Prior to joining the board, he served as Business Head (L-S.A.W). As Business Head (L-S.A.W), he received remuneration of Rs. 14.4 mn in FY24. With his proposed appointment, there will be five promoters on the board in an executive capacity. The promoter representation is disproportionate to the size of the company. Further, there are several family members in offices of profit. This practice deters from attracting the right talent to the company. There is no clarity on the size of business that has previously been under his responsibility. The disclosures on his remuneration structure are open-ended – as a result, we are unable to estimate his proposed compensation. We note that aggregate commission to executive directors is capped at Rs. 500 mn – however, the amount that Prashant J Sanghvi is eligible for is unclear. There are neither any disclosures on the size and nature of his responsibilities as an Executive Director nor the performance metrics that will determine his commission payout. In FY24, the overall promoter remuneration aggregated Rs. 620.3 mn, which was 7.5% of the consolidated PBT and 24.1% of the consolidated employee benefit expense, which is high.
  • Edelweiss Mutual Fund2 resolutions clubbed in one
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundPrashant J Sanghvi, 44, is Jayantilal Sanghvi’s son and belongs to the promoter family. He has been associated with the company since 2004. Prior to joining the board, he served as Business Head (L-S.A.W). As Business Head (L-S.A.W), he received remuneration of Rs. 14.4 mn in FY24.With his proposed appointment, there will be five promoters on the board in an executive capacity. Succession planning is part of strategic planning in promoter run firms and we support the appointment of next generation leadership on boards. Nonetheless, in Ratnamani Metals & Tubes' case there are several family members in offices of profit. This practice deters from attracting the right talent to the company.The disclosures on his remuneration structure are open-ended – as a result, we are unable to estimate his proposed compensation. We note that aggregate commission to executive directors is capped at Rs. 500 mn – however, the amount that Prashant J Sanghvi is eligible for is unclear. There are neither any disclosures on the size and nature of his responsibilities as an Executive Director nor the performance metrics that will determine his commission payout. In FY24, the overall promoter remuneration aggregated Rs. 620.3 mn, which was 7.5% of the consolidated PBT and 24.1% of the consolidated employee benefit expense, which is high. While we support Mr Prashant Sanghvi's appointment on the board, we are unable to support the remuneration terms. Ideally, the company should have separated the appointment and remuneration proposals.

  13 for7 against
• Approval of the “Ratnamani Employee Stock Option Scheme 2024” (“RMTL ESOS 2024”/ “Scheme”) and approval of Grant of Employee Stock Options to the eligible employees of the Company by way of further issue of Equity Shares of the Company.MoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual FundThe company proposes to grant upto 3.6 mn options which will result in a dilution of ~4.9% on the expanded capital base. The exercise price per option shall be determined by the Nomination and Remuneration committee (NRC) with a maximum discount of upto 25% to the market price as on date of grant: the discount is higher than our thresholds. The vesting of options will essentially be based on continuation of employment. We do not favour ESOP schemes where options are granted at a significant discount (greater than 20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at deep discount. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance-based parameters.
  • Edelweiss Mutual FundAdequate details not given to whom and what price
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Invesco Mutual FundThe company proposes to grant upto 3.6 mn options which will result in a dilution of ~4.9% on the expanded capital base. The exercise price per option shall be determined by the Nomination and Remuneration committee (NRC) with a maximum discount of upto 25% to the market price as on date of grant: the discount is higher than our thresholds. The vesting of options will essentially be based on continuation of employment. We do not favour ESOP schemes where options are granted at a significant discount (greater than 20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at deep discount. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance-based parameters
  • Kotak Mahindra Mutual FundThe exercise price per option shall be determined by the Nomination and Remuneration committee (NRC) with a maximum discount of upto 25% to the market price as on date of grant: We do not favour ESOP schemes where options are granted at a significant discount to the market price. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance-based parameters. Hence voting against.

  12 for6 against
• Approval of Grant of Employee Stock Options to the Employees of the subsidiary company(ies) of the Company under “Ratnamani Employee Stock Option Scheme 2024” (“RMTL ESOS 2024”/”Scheme”).

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Kotak Mahindra Mutual FundOur view on this resolution is linked to our view on resolution #10.
  • Edelweiss Mutual FundAdequate details not given to whom and what price
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Invesco Mutual FundOur view on this resolution is linked to our view on resolution #10

  12 for6 against

Mutual fund votes, meeting of 3 Aug 2023, 14 fund houses

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

• Adoption of the Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2023, together with the Reports of the Board of Directors and Auditors thereon and adoption of the Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2023 and the Report of the Auditors thereon.MoreLess

  14 for0 against
• Declaration of Dividend of Rs.12 per Equity Share on 7,00,92,000 Equity Shares having Face Value of Rs.2/- each for the financial year ended on March 31, 2023.

  14 for0 against
• Re-appointment of Shri Jayanti M. Sanghvi (DIN: 00006178), as a Director of the Company who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013.

  14 for0 against
• Re-appointment of M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad having Firm Registration No.104744W as the Independent Auditors for its second term of five years from the conclusion of this 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting to be held in the year 2028 and to fix their remuernation.MoreLess

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

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed audit remuneration is minimal in nature.
  • Nippon India Mutual FundLow Audit Fees

  11 for3 against
• Ratification of remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad having firm Registration No.000028 as the Cost Auditors of the Company for the financial year ending on March 31, 2024.MoreLess

  14 for0 against
• Re-appointment and fixation of the remuneration payable to Shri Prakash M. Sanghvi (DIN:00006354) as Managing Director and Key Managerial Personnel of the Company for a period of 5 years with effect from November 1, 2023 through October 31, 2028.MoreLess

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundPrakash Sanghvi, 67, is a part of the promoter family and is Chairperson and Managing Director. While we support his reappointment and continuation beyond the age of 70 years, we do not support the proposed remuneration. Prakash Sanghavi’s FY23 remuneration at Rs. 238 mn was 775.4x the median employee remuneration, and aggregated 11.4% of FY23 consolidated employee benefit expenses, which is high. His FY23 remuneration increased by 45.9%, while the median employee remuneration increased by 15.6%. His proposed remuneration, estimated at Rs.294.2 mn for FY24, is high for the size of business and is not comparable to peers. There is no disclosure on the performance expectations and targets to be achieved for Prakash Sanghavi to receive variable pay. The company seeks shareholder approval via a special majority to enable his remuneration to either exceed 2.5% of profits or Rs. 500 mn. We raise further concern with respect to aggregate promoter family remuneration: it aggregated Rs. 536.2 mn in FY23 which was 7.7% of the consolidated PBT and 25.6% of the consolidated employee benefit expense. The cap of Rs. 500 mn on aggregate commission for all executive directors is high and enabling. We expect companies to cap the remuneration payable in absolute terms. We note that Prakash Sanghavi is not liable to retire by rotation, and that if he chooses to become a non-executive director, he could get board permanency. We raise concern over the independence of the NRC – all three members of the NRC are tenured Independent Directors.
  • Edelweiss Mutual FundAge above 70 years
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Invesco Mutual FundPrakash Sanghvi, 67, is a part of the promoter family and is Chairperson and Managing Director. While we support his reappointment and continuation beyond the age of 70 years, we do not support the proposed remuneration. Prakash Sanghavi’s FY23 remuneration at Rs. 238 mn was 775.4x the median employee remuneration, and aggregated 11.4% of FY23 consolidated employee benefit expenses, which is high. His FY23 remuneration increased by 45.9%, while the median employee remuneration increased by 15.6%. His proposed remuneration, estimated at Rs. 294.2 mn for FY24, is high for the size of business and is not comparable to peers. There is no disclosure on the performance expectations and targets to be achieved for Prakash Sanghavi to receive variable pay. The company seeks shareholder approval via a special majority to enable his remuneration to either exceed 2.5% of profits or Rs. 500 mn.
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Combined position of Chairman and Managing Director.
  • Nippon India Mutual FundNo absolute cap on remuneration
  • SBI Mutual FundPrakash Sanghvi, 67, is a part of the promoter family and is Chairperson and Managing Director. While we support his reappointment and continuation beyond the age of 70 years, we do not support the proposed remuneration. Prakash Sanghvi’s FY23 remuneration at Rs. 238 mn was 775.4x the median employee remuneration, and aggregated 11.4% of FY23 consolidated employee benefit expenses, which is high. As per SBIMF Framework, the total promoter director salary exceeds 8.6% of PBT; the growth in salary per unit sales outpaces the peers significantly and the ratio of salary to median employee salary is also much higher than the peer median. We also note that Mr Prakash Sanghvi sits on the CSR Committee but his remuneration is not tied to CSR/Sustainability targets. Due to the above reasons, we do not support the resolution.

  6 for8 against
• Re-appointment and fixation of the remuneration payable to Shri Jayanti M. Sanghvi (DIN:00006178) as Joint Managing Director and Key Managerial Personnel of the Company for a period of 5 years with effect from November 1, 2023 through October 31, 2028.MoreLess

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundJayant Sanghvi, 65, is a part of the promoter family and is Joint Managing Director. While we support his reappointment and continuation beyond the age of 70 years, we do not support the proposed remuneration. Jayant Sanghavi’s FY23 remuneration at Rs. 162.8 mn was 530.2x the median employee remuneration, and aggregated 7.8% of FY23 consolidated employee benefit expenses, which is high. His FY23 remuneration increased by 45.9%, while the median employee remuneration increased by 15.6%. His proposed remuneration, estimated at Rs.203.7 mn is high for the size of business and is not comparable to peers. There is no disclosure on the performance expectations and targets to be achieved for Jayant Sanghavi to receive variable pay. The company seeks shareholder approval via a special majority to enable his remuneration to either exceed 2.5% of profits or Rs. 500 mn. We raise further concern with respect to aggregate promoter family remuneration: it aggregated Rs. 536.2 mn in FY23 which was 7.7% of the consolidated PBT and 25.6% of the consolidated employee benefit expense. The cap of Rs. 500 mn on aggregate commission for all executive directors is high and enabling. We expect companies to cap the remuneration payable in absolute terms. We raise concern over the independence of the NRC – all three members of the NRC are tenured Independent Directors.
  • Edelweiss Mutual FundAge above 70 years
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Invesco Mutual FundJayant Sanghvi, 65, is a part of the promoter family and is Joint Managing Director. While we support his reappointment and continuation beyond the age of 70 years, we do not support the proposed remuneration. Jayant Sanghavi’s FY23 remuneration at Rs. 162.8 mn was 530.2x the median employee remuneration, and aggregated 7.8% of FY23 consolidated employee benefit expenses, which is high. His FY23 remuneration increased by 45.9%, while the median employee remuneration increased by 15.6%. His proposed remuneration, estimated at Rs.203.7 mn is high for the size of business and is not comparable to peers. There is no disclosure on the performance expectations and targets to be achieved for Jayant Sanghavi to receive variable pay. The company seeks shareholder approval via a special majority to enable his remuneration to either exceed 2.5% of profits or Rs. 500 mn.
  • Mahindra Manulife Mutual FundWhile there are no concerns over his profile, high promoter family remuneration is a concern.
  • Nippon India Mutual FundNo absolute cap on remuneration
  • SBI Mutual FundJayanti Sanghvi, 65, is a part of the promoter family and is Joint Managing Director. While we support his reappointment and continuation beyond the age of 70 years, we do not support the proposed remuneration. Jayanti Sanghvi’s FY23 remuneration at Rs. 162.8 mn was 530.2x the median employee remuneration, and aggregated 7.8% of FY23 consolidated employee benefit expenses, which is high. As per SBIMF Framework, the total promoter director salary exceeds 8.6% of PBT; the growth in salary per unit sales outpaces the peers significantly and the ratio of salary to median employee salary is also much higher than the peer median. We also note that Mr Jayanti Sanghvi sits on the CSR Committee but his remuneration is not tied to CSR/Sustainability targets. Due to the above reasons, we do not support the resolution.

  7 for7 against
• Re-appointment and fixation of the remuneration payable to Shri Shanti M. Sanghvi (DIN:00007955) as Whole Time Director and Key Managerial Personnel of the Company for a period of 5 years with effect from November 1, 2023 through October 31, 2028.MoreLess

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundShanti M. Sanghvi, 58, is the Whole-time Director of the company and part of the promoter group. While we support his reappointment, we do not support the proposed remuneration. Shanti M Sanghavi’s FY23 remuneration at Rs. 135.4 mn was 441.4x the median employee remuneration, and aggregated 11.4% of FY23 consolidated employee benefit expenses, which is high. His FY23 remuneration increased by 78.4%, while the median employee remuneration increased by 15.6%. His proposed remuneration, estimated at Rs.171.0 mn is high for the size of business and is not comparable to peers. There is no disclosure on the performance expectations and targets to be achieved for Shanti M Sanghavi to receive variable pay. The company seeks shareholder approval via a special majority to enable his remuneration to either exceed 2.5% of profits or Rs. 500 mn. We raise further concern with respect to aggregate promoter family remuneration: it aggregated Rs. 536.2 mn in FY23 which was 7.7% of the consolidated PBT and 25.6% of the consolidated employee benefit expense. The cap of Rs. 500 mn on aggregate commission for all executive directors is high and enabling. We expect companies to cap the remuneration payable in absolute terms. We raise concern over the independence of the NRC – all three members of the NRC are tenured Independent Directors.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Invesco Mutual FundShanti M. Sanghvi, 58, is the Whole-time Director of the company and part of the promoter group. While we support his reappointment, we do not support the proposed remuneration. Shanti M Sanghavi’s FY23 remuneration at Rs. 135.4 mn was 441.4x the median employee remuneration, and aggregated 11.4% of FY23 consolidated employee benefit expenses, which is high. His FY23 remuneration increased by 78.4%, while the median employee remuneration increased by 15.6%. His proposed remuneration, estimated at Rs. 171.0 mn is high for the size of business and is not comparable to peers. There is no disclosure on the performance expectations and targets to be achieved for Shanti M Sanghavi to receive variable pay. The company seeks shareholder approval via a special majority to enable his remuneration to either exceed 2.5% of profits or Rs. 500 mn.
  • Mahindra Manulife Mutual FundWhile there are no concerns over his profile, high promoter family remuneration is a concern.
  • Nippon India Mutual FundNo absolute cap on remuneration
  • SBI Mutual FundShanti M. Sanghvi, 58, is the Whole-time Director of the company and part of the promoter group. While we support his reappointment, we do not support the proposed remuneration. Shanti M Sanghvi’s FY23 remuneration at Rs. 135.4 mn was 441.4x the median employee remuneration, and aggregated 11.4% of FY23 consolidated employee benefit expenses, which is high. As per SBIMF Framework, the total promoter director salary exceeds 8.6% of PBT; the growth in salary per unit sales outpaces the peers significantly and the ratio of salary to median employee salary is also much higher than the peer median. Due to the above reasons, we do not support the resolution.

  8 for6 against
• Re-appointment and fixation of the remuneration payable to Shri Manoj P. Sanghvi as Business Head (C.S. Pipes) to hold office or place of profit in the Company for a period of 5 year with effect from October 1, 2023 through September 30, 2028.MoreLess

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual FundManoj P. Sanghvi is Prakash Sanghvi’s son and belongs to the promoter family. He is a commerce graduate and has completed his MBA from University of Illinois, USA. He has been working with the company since March 2004 and was appointed as Business Head (C. S. Pipes) in 2014. Manoj P. Sanghvi is involved in the operations of the pipe division, including handling the plant situated at Kutch. As per stock exchange filings, he has received Rs. 11.2 mn in FY22 and Rs. 13.9 mn in FY23. We estimate his FY24 remuneration at Rs. 17.4 mn, which is higher than the CFO’s FY23 remuneration. It is unclear if his background and experience is comparable to others in the same employee cadre, and if his remuneration has been benchmarked both internally and externally. We raise concern that there are three promoters in executive capacity on the board and at least six (including Manoj Sanghvi) in office of profit positions, which is excessive. This practice deters from attracting the right talent to the company.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundHigh promoter family remuneration.
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed remuneration seems excessive.
  • Nippon India Mutual FundRemuneration is high

  8 for6 against
• Re-appointment and fixation of the remuneration payable to Shri Prashant J. Sanghvi as Business Head (L-SAW Pipes) to hold office or place of profit in the Company for a period of 5 year with effect from October 1, 2023 through September 30, 2028.MoreLess

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual FundPrashant J. Sanghvi is Jayanti Sanghvi’s son. He has obtained a Master of Science degree in Mechanical and Manufacturing Engineering from University of Greenwich, United Kingdom. He has been associated with the company since 1 March 2004. He is presently Business Head (L.S.A.W.). As per stock exchange filings, he has received Rs. 9.8 mn in FY22 and Rs. 12.3 mn in FY23. We estimate his FY24 remuneration at Rs. 15.4 mn, which is higher than the CFO’s FY23 remuneration. It is unclear if his background and experience is comparable to others in the same employee cadre, and if his remuneration has been benchmarked both internally and externally. We raise concern that there are three promoters in executive capacity on the board and at least six (including Prashant Sanghvi) in office of profit positions, which is excessive. This practice deters from attracting the right talent to the company.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundHigh promoter family remuneration.
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed remuneration seems excessive.
  • Nippon India Mutual FundRemuneration is high

  8 for6 against
• Re-appointment and fixation of the remuneration payable to Shri Nilesh P. Sanghvi as Chief Executive (Strategic Business Development) to hold office or place of profit in the Company for a period of 5 year with effect from October 1, 2023 through September 30, 2028.MoreLess

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual FundNilesh P. Sanghvi is Prakash M. Sanghvi’ son. He has obtained a B.E. (Honors) degree in Manufacturing Engineering and Management from University of Nottingham. He has been working with the company since November 2005. He is currently the Chief Executive (Strategic Business Development). As per stock exchange filings, he has received Rs. 7.8 mn in FY22 and Rs. 10.0 mn in FY23. We estimate his FY24 remuneration at Rs. 12.5 mn, which is similar to the CFO’s FY23 remuneration. It is unclear if his background and experience is comparable to others in the same employee cadre, and if his remuneration has been benchmarked both internally and externally. We raise concern that there are three promoters in executive capacity on the board and at least six (including Nilesh Sanghvi) in office of profit positions, which is excessive. This practice deters from attracting the right talent to the company.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundHigh promoter family remuneration.
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed remuneration seems excessive.
  • Nippon India Mutual FundRemuneration is high

  8 for6 against
• Re-appointment and fixation of the remuneration payable to Shri Jigar P. Sanghvi as Head Marketing (Seamless Products) to hold office or place of profit in the Company for a period of 5 year with effect from October 1, 2023 through September 30, 2028.MoreLess

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual FundJigar P. Sanghvi is Prakash M. Sanghvi’s son. He holds an M. Com, has a Post Graduate Diploma in Investment and Financial Analysis from Gujarat University, and has obtained an MBA (Finance) from Cardiff University, United Kingdom. He has been working in the stainless-steel division of the company since August 2012. He was previously designated as Executive (Marketing). The company proposes to appoint him as Head Marketing – Seamless Products for five years from 1 October 2023. As per stock exchange filings, he has received Rs. 4.5 mn in FY22 and Rs. 6.1 mn in FY23. Based on previous payouts, we estimate his FY24 remuneration at Rs. 7.9 mn. It is unclear if his background and experience is comparable to others in the same employee cadre, and if his remuneration has been benchmarked both internally and externally. We raise concern that there are three promoters in executive capacity on the board and at least six (including Jigar Sanghvi) in office of profit positions, which is excessive. This practice deters from attracting the right talent to the company.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundHigh promoter family remuneration.
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed remuneration seems excessive.
  • Nippon India Mutual FundRemuneration is high

  8 for6 against
• Re-appointment and fixation of the remuneration payable to Shri Yash S. Sanghvi as Head Marketing (Seamless Products) to hold office or place of profit in the Company for a period of 5 year with effect from October 1, 2023 through September 30, 2028.MoreLess

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual FundYash S. Sanghvi is the son of Shanti Sanghvi, promoter and WTD. He has obtained a bachelor’s degree in management studies from Mumbai University, and an M.Sc in Marketing Strategy and Innovation from City University of London. He has been associated with the company since 1 February 2014. He is currently designated as Head Marketing – Seamless Products. As per stock exchange filings, he has received Rs. 3.0 mn in FY22 and Rs. 4.5 mn in FY23. We estimate his FY24 remuneration at Rs. 5.9 mn. It is unclear if his background and experience is comparable to others in the same employee cadre, and if his remuneration has been benchmarked both internally and externally. We raise concern that there are three promoters in executive capacity on the board and at least six (including Yash Sanghvi) in office of profit positions, which is excessive. This practice deters from attracting the right talent to the company.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mahindra Manulife Mutual FundHigh promoter family remuneration.
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed remuneration seems excessive.
  • Nippon India Mutual FundRemuneration is high

  8 for6 against
• Authority to the Board of Directors to issue Redeemable Non-Convertible Debentures / Bonds by way of private placement to the extent not exceeding Rs.500.00 Crores

  14 for0 against
• Authority to the Board of Directors to advance loan, give any guarantee or provide any security in connection with any loan taken by a Company’s Subsidiary(ies) or any other person specified under Section 185 of the Companies Act, 2013.MoreLess

  ›Against Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, ITI Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundThe company has two subsidiaries: Ratnamani Inc, a wholly owned subsidiary incorporated in Delaware, USA; and Ravi Technoforge Private Limited a 53% subsidiary based out of Rajkot. The FY23 annual report also identifies fourteen enterprises which are either owned or significantly influenced by key management personnel or their relatives. There is no clarity with respect to the company to which the company proposes to extend financial support. Moreover, the rationale for extending support and its implications for the company’s stakeholders is unclear. The proposed resolution allows the company to support promoter-controlled entities, a practice we do not support.
  • Baroda BNP Paribas Mutual FundNon-disclosure of full particulars as required under Section 185(2) of Companies Act, 2013
  • Edelweiss Mutual FundRealted Party
  • HDFC Mutual FundLack of clarity with regard to whom the company proposes to extend financial support and the rationale for extending support
  • ICICI Prudential Mutual FundThe company has two subsidiaries: Ratnamani Inc, a wholly owned subsidiary incorporated in Delaware, USA; and Ravi Technoforge Private Limited a 53% subsidiary based out of Rajkot. FY2023 annual report also identifies fourteen enterprises which are either owned or significantly influenced by key management personnel or their relatives. There is no clarity with respect to the entities to which the company proposes to extend financial support. Moreover, the rationale for extending support and its implications for the company’s stakeholders is unclear. The proposed resolution allows the company to support promoter-controlled entities. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundThe company has two subsidiaries: Ratnamani Inc, a wholly owned subsidiary incorporated in Delaware, USA; and Ravi Technoforge Private Limited a 53% subsidiary based out of Rajkot. The FY23 annual report also identifies fourteen enterprises which are either owned or significantly influenced by key management personnel or their relatives. There is no clarity with respect to the company to which the company proposes to extend financial support. Moreover, the rationale for extending support and its implications for the company’s stakeholders is unclear. The proposed resolution allows the company to support promoter-controlled entities, a practice we do not support
  • ITI Mutual FundNon-Compliant with law.
  • Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185(2) of Companies Act, 2013
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundThe company has two subsidiaries: Ratnamani Inc, a wholly owned subsidiary incorporated in Delaware, USA; and Ravi Technoforge Private Limited a 53% subsidiary based out of Rajkot. The FY23 annual report also identifies fourteen enterprises which are either owned or significantly influenced by key management personnel or their relatives. In our engagement with the Company, the management indicated that they will take corrective steps to modify the resolution to clarify the matter at the meeting.

  1 for12 against

Mutual fund votes, meeting of 18 Mar 2023, 11 fund houses

• Appointment of Shri Sushil Solanki (DIN: 09630096) as an Independent Director

  11 for0 against
• Appointment of Shri Dhinal Ashvinbhai Shah (DIN: 00022042) as an Independent Director

  11 for0 against
• Appointment of Shri Rajesh Gajendrabhai Desai (DIN: 09834047) as an Independent Director

  11 for0 against

Mutual fund votes, meeting of 9 Aug 2022, 9 fund houses

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

• Adoption of the Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2022, together with the Reports of the Board of Directors and Auditors thereon and adoption of the Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2022 and the Report of the Auditors thereon.MoreLess

  9 for0 against
• Declaration of Dividend of Rs.9.33 per Equity Share on 7,00,92,000 Equity Shares having Face Value of Rs.2/- each for the financial year ended on March 31, 2022.

  9 for0 against
• Re-appointment of Shri Shanti M. Sanghvi (DIN: 00007955), as a Director of the Company who retires by rotation in terms of Section 152(6) of the Companies Act, 2013.

  9 for0 against
• Ratification of remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad having firm Registration No.000028 as the Cost Auditors of the Company for the financial year ending on March 31, 2023.MoreLess

  9 for0 against
• Approval for continuance of Directorship of Dr. Vinodkumar M. Agrawal (DIN: 00010558), a Non-Executive Independent Director of the Company subsequent to his attaining the age of 75 years during the present tenure.MoreLess

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

  • Bank of India Mutual FundDr. Vinodkumar M. Agarwal, 74, will attain the age of 75 years over his term. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders through a special resolution. We do not consider age to be an eligibility criterion for board memberships. Notwithstanding, Dr. Vinodkumar M. Agrawal has been on the board of the company since 31 March 2001. We believe that the length of tenure is inversely proportionate to the independence of a director and therefore consider him as Non-Independent on account of his extended association of over ten years with the company. The company must consider his continuation on the board as a Non-Executive Non-Independent Director.
  • Invesco Mutual FundDr. Vinodkumar M. Agarwal, 74, will attain the age of 75 years over his term. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders through a special resolution. We do not consider age to be an eligibility criterion for board memberships Notwithstanding, Dr. Vinodkumar M. Agrawal has been on the board of the company since 31 March 2001. We believe that the length of tenure is inversely proportionate to the independence of a director and therefore consider him as Non-Independent on account of his extended association of over ten years with the company. The company must consider his continuation on the board as a Non-Executive Non-Independent Director
  • Kotak Mahindra Mutual FundDr Vinodkumar M. Agrawal, 74 has over four decades of experience in management. He has been on the board of the Company since 2001, hence associated with the company over two decades. While compliant with regulations, we believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we do not consider directors with such long tenure with the Company as independent.
  • Nippon India Mutual FundProlonged Association with the Group

  5 for4 against
• Approval to increase the Authorised Share Capital of the Company from Rs.15.00 Crores to Rs.18.00 Crores.

  9 for0 against
• Authority to the Board of Directors to issue Redeemable Non-Convertible Debentures / Bonds by way of private placement to the extent not exceeding Rs.800.00 Crores.

  9 for0 against
• Authority to the Board of Directors to issue the Equity Shares by way of Further Public Office / Preferential Issue / Qualified Institutional Placement and/or any other mode to the extent not exceeding Rs.800.00 Crores.MoreLess

  8 for0 against
• Authority to the Board of Directors to mortgage and/or create charge on movable and/or immovable assets / properties of the Company to the extent not exceeding Rs.3,000.00 Crores.

  9 for0 against

Mutual fund votes, meeting of 22 Jun 2022, 8 fund houses

• Issuance of Bonus Equity Shares in proportion of One new fully paid-up Equity Share of face value of Rs.2/- each for every Two existing fully paid-up Equity Shares of face value of Rs.2/- each held by the Members of the Company:MoreLess

  8 for0 against

Mutual fund votes, meeting of 27 Sep 2021, 9 fund houses

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

• Adoption of the audited Standalone Financial Statements of the Company for the financial year ended on 31st March, 2021, together with the Reports of the Board of Directors and Auditors thereon; and adoption of the audited Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2021 and the Report of the Auditors thereon.MoreLess

  8 for0 against
• Declaration of Dividend of Rs.14/- per equity share having face value of Rs.2/- each for the Financial Year ended on 31st March, 2021.

  8 for0 against
• Appointment of a Director in place of Shri Jayanti M. Sanghvi (DIN: 00006178), whose period of office is not liable to determination by retirement of Directors by rotation and who, pursuant to the applicable provisions of the Companies Act, 2013, retires by rotation and being eligible offers himself for re-appointment.MoreLess

  9 for0 against
• Noting of completion of the second term of M/s. S R B C & Co., LLP, Chartered Accountants as the Statutory Auditors and continuation of M/s. Kantilal Patel & Co., Chartered Accountants as the Sole Statutory Auditors of the Company.MoreLess

  9 for0 against
• Ratification of remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad having firm Registration No.000028 as the Cost Auditors of the Company for the financial year ending on 31st March, 2022.MoreLess

  8 for0 against
• Approval of continuance of Directorship of Shri Divyabhash C. Anjaria (DIN: 00008639), a Non-Executive Independent Director of the Company having attained the age of 75 years or more.

  ›Against DSP Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund

  • DSP Mutual Fund, SBI Mutual Fund, Taurus Mutual FundDivyabhash C. Anjaria, 74, will attain the age of 75 years over his term. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders through a special resolution. We do not consider age to be an eligibility criterion for board memberships. Divyabhash Anjaria has been on the board of the company since 28 December 1995. We believe that the length of tenure is inversely proportionate to the independence of a director and therefore consider him as Non-Independent on account of his extended association of over ten years with the company. The company must consider his continuation on the board as a Non-Executive Non-Independent Director.
  • Invesco Mutual FundMr. Divyabhash C. Anjaria, 74, will attain the age of 75 years over his term. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders through a special resolution. Mr. Anjaria has been on the board of the company since 28 December 1995. We believe that the length of tenure is inversely proportionate to the independence of a director and therefore consider him as Non-Independent on account of his extended association of over ten years with the company. The company may consider his continuation on the board as a Non-Executive Non-Independent Director
  • Nippon India Mutual FundProlonged association with the Company

  4 for5 against
• Issuance of Redeemable Non-Convertible Debentures/Bonds by way of private placement for an amount not exceeding Rs.500.00 Crores.

  8 for0 against
• Payment of Commission to the Non-Executive Directors of the Company.

  ›Against DSP Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund

  • DSP Mutual Fund, SBI Mutual Fund, Taurus Mutual FundWhile we support the payment of commission to Non-Executive Directors (including Independent Directors), the proposed resolution is open-ended and linked to profits. The board must consider setting a cap in absolute amounts on the proposed commission to non-executive directors. The resolution is seeking shareholder approval in perpetuity: we believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution.
  • Invesco Mutual FundWhile we support the payment of commission to Non-Executive Directors (including Independent Directors), the proposed resolution is open-ended. The board must consider setting a cap in absolute amounts on the proposed commission to non-executive directors. The resolution is seeking shareholder approval in perpetuity: we believe shareholders must get a chance to periodically approve such payments.
  • Nippon India Mutual FundNo absolute cap on commission

  4 for5 against