Relaxo Footwears CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 29 Aug 2024, 5 fund houses

• To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024, comprising of the Balance Sheet as at March 31, 2024 and the statement of Profit and Loss Account for the Financial Year ended on that date including Statement of cash flows for the year ended as at March 31, 2024, together with the Reports of Board of Directors and Auditors thereon.MoreLess

  5 for0 against
• To declare a final dividend @300% equivalent to H3.00/- per equity share having Face Value of H1/- each for the Financial Year 2023-24

  5 for0 against
• To consider the re-appointment of Mr. Nikhil Dua, Whole Time Director (DIN: 00157919) of the Company, who retires by rotation and being eligible, offers himself for reappointment

  5 for0 against
• To consider the re-appointment of Mr. Gaurav Kumaar Dua, Whole Time Director (DIN - 09674786) of the Company, who retires by rotation and being eligible, offers himselfnfor re-appointment

  5 for0 against
• RE-APPOINTMENT OF MR. RAJEEV RUPENDRA BHADAURIA (DIN: 00376562), AS NON EXECUTIVE AND INDEPENDENT DIRECTOR OF THE COMPANY

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.

  4 for1 against

Mutual fund votes, meeting of 19 Jun 2024, 9 fund houses

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

• Adoption of amended Memorandum of Association of the Company

  9 for0 against
• Adoption of New Set of Articles of Association of the Company

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundNon-compliant with SEBI LODR 2015: Provision for Board composition with less than 6 Directors; Provision for appointment of non-retiring Nominee Directors on the Board. Governance Concern: Provision to exclude Nominee Director from total board strength; Appointment of Alternate Directors.

  8 for1 against
• Appointment of Mr. Yogesh Kapur (DIN: 00070038) as an Independent Director of the Company

  9 for0 against
• Appointment of Mr. Raj Kumar Jain (DIN: 01741527) as an Independent Director of the Company

  8 for0 against
• Appointment of Mr. Sushil Batra (DIN: 09351823) Continuing Chief Financial Officer, as an Executive Director of the Company

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Taurus Mutual FundSushil Batra, 59, is the Chief Financial Officer of the company. He has been the CFO since 30 July 2007 with over 33 years of experience in Finance, Taxation and Strategic Planning. He received a remuneration of Rs. 16.3 mn in FY24 in his capacity as Chief Financial Officer (not on the board). We estimate his fixed annual remuneration to be Rs. 18.8 mn. While we support his appointment to the board as an Executive Director, we do not support his remuneration because the performance incentive payable to Sushil Batra is at the discretion of the NRC. We believe the company must cap the variable payout in absolute amounts. Currently, his performance incentive is open ended, and consequently, his entire remuneration structure is open ended. Further, the company has not provided the quantum of stock options to be granted to him or the aggregate fair value of the stock options to be granted to him during his proposed tenure. The company must disclose whether his remuneration structure carries malus and claw-back clauses. Additionally, the company must also consider disclosing the performance metrics that will be used to determine his variable remuneration.
  • Sundaram Mutual Fund"Sushil Batra, 59, is the Chief Financial Officer of the company. He has been the CFO since 30 July 2007 with over 33 years of experience in Finance, Taxation and Strategic Planning. He received a remuneration of Rs. 16.3 mn in FY24 in his capacity as Chief Financial Officer (not on the board). We estimate his fixed annual remuneration to be Rs. 18.8 mn. While we support his appointment to the board as an Executive Director, we do not support his remuneration because the performance incentive payable to Sushil Batra is at the discretion of the NRC. We believe the company must cap the variable payout in absolute amounts. Currently, his performance incentive is open ended, and consequently, his entire remuneration structure is open ended. Further, the company has not provided the quantum of stock options to be granted to him or the aggregate fair value of the stock options to be granted to him during his proposed tenure. The company must disclose whether his remuneration structure carries malus and claw-back clauses. Additionally, the company must also consider disclosing the performance metrics that will be used to determine his variable remuneration."

  5 for4 against
• Appointment of Ms. Richa Arora (DIN: 07144694) as an Independent Director of the Company

  8 for0 against

Mutual fund votes, meeting of 24 Aug 2023, 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, 2023, COMPRISING OF THE BALANCE SHEET AS AT MARCH 31, 2023 AND THE STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE FINANCIAL YEAR ENDED ON THAT DATE INCLUDING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED AS AT MARCH 31,2023, TOGETHER WITH THE REPORTS OF BOARD OF DIRECTORS AND AUDITORS THEREONMoreLess

  12 for0 against
• TO DECLARE A FINAL DIVIDEND @250% EQUIVALENT TO Rs. 2.50/- PER EQUITY SHARE HAVING FACE VALUE OF Rs. 1/- EACH FOR THE FINANCIAL YEAR 2022-23

  12 for0 against
• TO CONSIDER APPOINTMENT OF A DIRECTOR IN PLACE OF MR. DEVAL GANGULY, WHOLE TIME DIRECTOR (DIN: 00152585) OF THE COMPANY, WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR REAPPOINTMENT

  13 for0 against
• TO RE-APPOINT MR. RAMESH KUMAR DUA (DIN- 00157872) AS MANAGING DIRECTOR OF THE COMPANY

  ›Against Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Exactly same remuneration paid to the both the promoter directors for past 3 years, skewed remuneration policy favoring promoter directors.
  • Nippon India Mutual FundSkewed Remuneration
  • Sundaram Mutual FundRamesh Kumar Dua, 69, is Promoter, Chairperson and Managing Director. He will attain 70 years of age during his tenure. We do not consider age to be an eligibility criterion for board membership. His reappointment is in line with statutory requirements. However, his proposed remuneration, estimated to range between Rs. 156.3 mn to Rs. 211.3 mn, largely governed by variable pay, is high and not commensurate with the size, scale of the business and with industry peers. Variable pay, at ~80-90% of overall pay is open ended. Further, the board of Relaxo Footwears Limited has a large representation from the promoter group: four promoter directors holding executive capacity is disproportionate for the size of the business. Promoter remuneration at Rs. ~220.2 mn in FY23 aggregated 10.5% of PBT, which is high. While we support Ramesh Kumar Dua’s reappointment as Managing Director, we are unable to support the proposed remuneration. We raise concern over the independence of the Nomination and Remuneration Committee – two of the three members are tenured Independent Directors.

  8 for4 against
• TO RE-APPOINT MR. MUKAND LAL DUA (DIN- 00157898) AS A WHOLE TIME DIRECTOR OF THE COMPANY

  ›Against HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Exactly same remuneration paid to the both the promoter directors for past 3 years, skewed remuneration policy favoring promoter directors.
  • Nippon India Mutual FundSkewed Remuneration
  • Sundaram Mutual Fund, Taurus Mutual FundMukand Lal Dua, 75, is Promoter and Whole-Time Director. He is over 70 years of age. We do not consider age to be an eligibility criterion for board membership. His reappointment is in line with statutory requirements. However, his proposed remuneration, estimated to range between Rs. 156.3 mn to Rs. 211.3 mn, largely governed by variable pay, is high and not commensurate with the size, scale of the business and with industry peers. Variable pay, ~80-90% of overall pay is open ended. Further, the board of Relaxo Footwears Limited has a large representation from the promoter group: four promoter directors holding executive capacity is disproportionate for the size of the business. Promoter remuneration at Rs. ~220.2 mn in FY23 aggregated 10.5% of PBT, which is high. While we support Mukand Lal Dua’s reappointment as Whole time Director, we are unable to support the proposed remuneration. We raise concern over the independence of the Nomination and Remuneration Committee – two of the three members are tenured Independent Directors.

  7 for6 against
• TO RE-APPOINT MR. NIKHIL DUA (DIN – 00157919) AS A WHOLE TIME DIRECTOR OF THE COMPANY

  ›Against HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Exactly same remuneration paid to the both the promoter directors, skewed remuneration policy favoring promoter directors.
  • Nippon India Mutual FundSkewed Remuneration
  • Sundaram Mutual FundNikhil Dua, 47, is part of the promoter family and a Whole-Time Director. He has been on the board since February 1997 and attended all board meetings. His proposed remuneration is estimated to range between Rs. 16.1 mn to Rs. 19.4 mn. Variable component in the form of performance incentive is capped at Rs. 5.0 mn. The amount though commensurate with the size and scale of business, concerns are raised on need for large representation from the promoter group: four promoter directors holding executive capacity is disproportionate for the size of the business. The company needs to clearly define his role and responsibility as a whole-time director. Promoter remuneration at Rs. ~220.2 mn in FY23 aggregated 10.5% of PBT, which is also high. We raise concern over the independence of the Nomination and Remuneration Committee – two of the three members are tenured Independent Directors.

  7 for5 against
• TO RE-APPOINT MR. GAURAV DUA (DIN-09674786) AS A WHOLE TIME DIRECTOR OF THE COMPANY

  ›Against HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Exactly same remuneration paid to the both the promoter directors, skewed remuneration policy favoring promoter directors.
  • Nippon India Mutual FundSkewed Remuneration
  • Sundaram Mutual FundGaurav Dua, 42, is part of the promoter family and a Whole-Time Director. He has been on the board since July 2022 and attended all board meetings. His proposed remuneration is estimated to range between Rs. 16.1 mn to Rs. 19.4 mn. Variable component in the form of performance incentive is capped at Rs. 5.0 mn. The amount though commensurate with the size and scale of business, concerns are raised on need for large representation from the promoter group: four promoter directors holding executive capacity is disproportionate for the size of the business. The company needs to clearly define his role and responsibility as a whole-time director. Promoter remuneration at Rs. ~220.2 mn in FY23 aggregated 10.5% of PBT, which is also high. We raise concern over the independence of the Nomination and Remuneration Committee – two of the three members are tenured Independent Directors.

  7 for5 against
• TO RE-APPOINT MR. RITESH DUA (RELATIVE OF DIRECTORS) AS AN EXECUTIVE VICE PRESIDENT (FINANCE) OF THE COMPANY

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Edelweiss Mutual FundMore details needed
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Remuneration skewed in favour of proposed appointee who are related to Promoters.
  • Nippon India Mutual FundSkewed Remuneration
  • Sundaram Mutual FundRitesh Dua, 46, son of Mukand Lal Dua & Brother of Nikhil Dua, Executive Vice President (finance), has been associated with the company since 2000. For FY23, he was paid a remuneration of Rs. 13.2 mn. His proposed remuneration is estimated to range between Rs. 16.1 mn to Rs. 19.4 mn, the variable component in the form of performance incentive is capped at Rs. 5.0 mn. We do not support Ritesh Dua’s reappointment in the office of profit position given the large representation of the promoter group – with four board members and three office of profit positions. We believe this high level of promoter group participation in the company’s operations limits it from attracting the right professional talent.

  6 for6 against
• TO RE-APPOINT MR. NITIN DUA (RELATIVE OF DIRECTORS) AS AN EXECUTIVE VICE PRESIDENT (RETAIL) OF THE COMPANY

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Edelweiss Mutual FundMore details needed
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Remuneration skewed in favour of proposed appointee who are related to Promoters.
  • Nippon India Mutual FundSkewed Remuneration
  • Sundaram Mutual FundNitin Dua, 42, son of Mukand Lal Dua & Brother of Nikhil Dua, Executive Vice President (retail), has been associated with the company since 2004. For FY23, he was paid a remuneration of Rs. 13.2 mn. His proposed remuneration is estimated to range between Rs. 16.1 mn to Rs. 19.4 mn, the variable component in the form of performance incentive is capped at Rs. 5.0 mn. We do not support Nitin Dua’s reappointment in the office of profit position given the large representation of the promoter group – with four board members and three office of profit positions. We believe this high level of promoter group participation in the company’s operations limits it from attracting the right professional talent. We raise concern over the independence of the Nomination and Remuneration Committee – two of the three members are tenured Independent Directors.

  6 for6 against
• TO RE-APPOINT MR. RAHUL DUA (RELATIVE OF DIRECTOR) AS AN EXECUTIVE VICE PRESIDENT (MANUFACTURING) OF THE COMPANY

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Edelweiss Mutual FundMore details needed
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Remuneration skewed in favour of proposed appointee who are related to Promoters.
  • Nippon India Mutual FundSkewed Remuneration
  • Sundaram Mutual FundRahul Dua, 35, son of Ramesh Kumar Dua & Brother of Gaurav Dua, Executive Vice President (manufacturing), has been associated with the company since 2010. For FY23, he was paid a remuneration of Rs. 13.2 mn. His proposed remuneration is estimated to range between Rs. 16.1 mn to Rs. 19.4 mn, the variable component in the form of performance incentive is capped at Rs. 5.0 mn. We do not support Rahul Dua’s reappointment in the office of profit position given the large representation of the promoter group – with four board members and three office of profit positions. We believe this high level of promoter group participation in the company’s operations limits it from attracting the right professional talent. We raise concern over the independence of the Nomination and Remuneration Committee – two of the three members are tenured Independent Directors.

  6 for6 against

Mutual fund votes, meeting of 25 Aug 2022, 10 fund houses

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

• To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2022, comprising of the Balance Sheet as at March 31, 2022 and the statement of Profit and Loss Account for the Financial Year ended on that date including Statement of cash flows for the year ended as at March 31, 2022, together with the Reports of Board of Directors and Auditors thereon.MoreLess

  9 for0 against
• To declare the final dividend 250% equivalent to Rs 2.50 /- per equity share of the Face Value of Re 1/- each for the Financial Year 2021-22.

  9 for0 against
• To consider appointment of a Director in place of Mr. Nikhil Dua, Whole Time Director (DIN 00157919) who retires by rotation and being eligible, offers himself for reappointment.

  9 for0 against
• To appoint M/s. Gupta & Dua, Chartered Accountants as Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the 43rd Annual General Meeting and to fix their remunerationMoreLess

  9 for0 against
• Appointment of Mr. Kuldip Singh Dhingra (DIN 00048406) as Non-Executive Independent Director of the Company.

  9 for0 against
• Appointment of Mr. Gaurav Dua (DIN - 09674786) as Whole Time Director of the Company.

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

  • Bank of India Mutual FundGaurav Dua, 41, is part of the promoter family. An MBA from University of Wales, he has been associated with the sales and marketing of the company and has been with the company since 2001: the company has not disclosed his last designation. The proposed remuneration of Guarav Dua is estimated at Rs. 14.8 mn, variable component in the form of performance incentive is capped at Rs. 4.0 mn. We raise concerns on the high family remuneration and number of family members on board which is ~10% of FY22 PBT and includes remunerations of Chairperson and Managing Director Ramesh Dua and Whole-Time Directors: Mukund Dua , Nikhil Dua and Guarav Dua. Further, there are four executive promoters on a 10 member board. The company needs to clearly define his role and responsibility as a whole-time director.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundRemuneration is high

  6 for3 against

Mutual fund votes, meeting of 26 Aug 2021, 12 fund houses

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

• To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2021, comprising of the Balance Sheet as at March 31, 2021 and the statement of Profit and Loss Account for the Financial Year ended on that date including Statement of cash flows for the year ended as at March 31, 2021, together with the Reports of Board of Directors and Auditors thereon.MoreLess

  11 for0 against
• To declare the final dividend @ 250 % equivalent to Rs 2.50 /- per equity share of the Face Value of Rs 1/- each for the Financial Year 2020-21.

  11 for0 against
• To consider appointment of a Director in place of Mr. Ramesh Kumar Dua, Managing Director (DIN: 00157872) who retires by rotation and being eligible offers himself for reappointment.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundRemuneration is high

  10 for1 against
• To consider appointment of a Director in place of Mr. Mukand Lal Dua, Whole Time Director (DIN: 00157898) who retires by rotation and being eligible offers himself for reappointment.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundRemuneration is high

  11 for1 against
• Re-appointment of Mr. Deval Ganguly (DIN: 00152585) as a Whole Time Director of the Company

  12 for0 against
• Approval for Amendments in RFL Employee Stock Option Plan, 2014

  11 for0 against

Mutual fund votes, meeting of 24 Sep 2020, 12 fund houses

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

• To consider, approve and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2020, which includes Balance Sheet as at March 31, 2020 and the statement of Profit and Loss Account for the year ended on that date including Statement of cash flows for the year ended as at March 31, 2020, together with the Reports of Board of Directors and Auditors thereonMoreLess

  8 for0 against

  3 abstained

• To ratify payment of interim dividend of Rs 1.25/- per equity share for the financial year 2019-20

  9 for0 against

  2 abstained

• To consider appointment of a Director in place of Mr. Deval Ganguly (DIN - 00152585) who retires by rotation and being eligible offers himself for reappointment

  10 for0 against

  2 abstained

• Re-appointment of Mr. Nikhil Dua (DIN - 00157919) as a Whole Time Director of the company

  9 for0 against

  2 abstained

• Re-appointment of Mr. Ritesh Dua (Relative of Directors) as an Executive Vice President (Finance) of the company

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

  • Bank of India Mutual Fund, Taurus Mutual FundRitesh Dua is part of the promoter group. His estimated remuneration of Rs. 13. 0 mn to 15. 0 mn is the same as that of an executive director (Nikhil Dua) and higher than most senior executives in the firm, given his experience and age. Further, the company has not disclosed any details of his contribution to the business and the value he brings. In the absence of information, there is no clarity on whether he has adequate expertise for the assigned role.
  • SBI Mutual FundWe do not have any issue with the appointment of KMPs in the resolution, and are supportive of their contribution to the organization. The company has performed very well under the current promoter and promoter family. However, we feel there should certainly be a cap on the percentage of profit drawn by the promoter family as the total salary. The Kotak Committee recommends this cap to be around 5% of Net profits, but the company’s promoters & promoter family has drawn around 15. 6% of Fy20 PAT, which is very high in our opinion. Moreover, more detailed disclosures are encouraged with respect details of the KMPs’ role in the business and the value they bring. Absence of such information, makes it difficult to understand their role in the business. Due to these two reasons, we recommend voting AGAINST for the resolution.

  6 for3 against

  3 abstained

• Re-appointment of Mr. Gaurav Dua (Relative of Director) as an Executive Vice President (Marketing) of the company

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

  • Bank of India Mutual Fund, Taurus Mutual FundGaurav Dua is part of the promoter group. His estimated remuneration of Rs. 13. 0 mn to 15. 0 mn is the same as that of an executive director (Nikhil Dua) and higher than most senior executives in the firm, given his experience and age. Further, the company has not disclosed any details of his contribution to the business and the value he brings. In the absence of information, there is no clarity on whether he has adequate expertise for the assigned role.
  • SBI Mutual FundWe do not have any issue with the appointment of KMPs in the resolution, and are supportive of their contribution to the organization. The company has performed very well under the current promoter and promoter family. However, we feel there should certainly be a cap on the percentage of profit drawn by the promoter family as the total salary. The Kotak Committee recommends this cap to be around 5% of Net profits, but the company’s promoters & promoter family has drawn around 15. 6% of Fy20 PAT, which is very high in our opinion. Moreover, more detailed disclosures are encouraged with respect details of the KMPs’ role in the business and the value they bring. Absence of such information, makes it difficult to understand their role in the business. Due to these two reasons, we recommend voting AGAINST for the resolution.

  6 for3 against

  3 abstained

• Re-appointment of Mr. Nitin Dua (Relative of Directors) as an Executive Vice President (Retail) of the company

  ›Against Bank of India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundNitin Dua is part of the promoter group. His estimated remuneration of Rs. 13. 0 mn to 15. 0 mn is the same as that of an executive director (Nikhil Dua) and higher than most senior executives in the firm, given his experience and age. Further, the company has not disclosed any details of his contribution to the business and the value he brings. In the absence of information, there is no clarity on whether he has adequate expertise for the assigned role.
  • SBI Mutual FundWe do not have any issue with the appointment of KMPs in the resolution, and are supportive of their contribution to the organization. The company has performed very well under the current promoter and promoter family. However, we feel there should certainly be a cap on the percentage of profit drawn by the promoter family as the total salary. The Kotak Committee recommends this cap to be around 5% of Net profits, but the company’s promoters & promoter family has drawn around 15. 6% of Fy20 PAT, which is very high in our opinion. Moreover, more detailed disclosures are encouraged with respect details of the KMPs’ role in the business and the value they bring. Absence of such information, makes it difficult to understand their role in the business. Due to these two reasons, we recommend voting AGAINST for the resolution.

  6 for2 against

  3 abstained

• Re-appointment of Mr. Rahul Dua (Relative of Director) as an Assistant Executive Vice President (Manufacturing) of the company

  ›Against Bank of India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundRahul Dua is part of the promoter group and the son of Ramesh Dua. His estimated remuneration is Rs. 11. 7 mn to Rs. 13. 7 mn. The company has not disclosed any details on his age and experience. Further, the company has not disclosed any details of his contribution to the business and the value he brings. In the absence of information, there is no clarity on whether he has adequate expertise for the assigned role.
  • SBI Mutual FundWe do not have any issue with the appointment of KMPs in the resolution, and are supportive of their contribution to the organization. The company has performed very well under the current promoter and promoter family. However, we feel there should certainly be a cap on the percentage of profit drawn by the promoter family as the total salary. The Kotak Committee recommends this cap to be around 5% of Net profits, but the company’s promoters & promoter family has drawn around 15. 6% of Fy20 PAT, which is very high in our opinion. Moreover, more detailed disclosures are encouraged with respect details of the KMPs’ role in the business and the value they bring. Absence of such information, makes it difficult to understand their role in the business. Due to these two reasons, we recommend voting AGAINST for the resolution.

  6 for2 against

  3 abstained