Shree Renuka Sugars CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 6 May 2026, 5 fund houses

• Change in designation of Mr. Atul Chaturvedi (DIN: 00175355) from Executive Chairman to Non-Executive Director of the Company

  5 for0 against
• Appointment of Mr. Susheel Kumar Kamboj (DIN: 09531602) as a Director of the Company

  5 for0 against
• Appointment of Mr. Susheel Kumar Kamboj (DIN: 09531602) as Managing Director & CEO of the Company for a period of 5 (Five) years and approval of his remuneration

  5 for0 against

Mutual fund votes, meeting of 8 Apr 2026, 5 fund houses

• Approval for Material Related Party Transactions between Wilmar Sugar Pte. Ltd and the Company for the FY 2026-27

  5 for0 against
• Approval for Material Related Party Transactions between Wilmar Sugar India Private Limited and the Company for the FY 2026-27

  5 for0 against
• Approval for Material Related Party Transactions between Wilmar Agri Trading DMCC and the Company for the FY 2026-27

  5 for0 against

Mutual fund votes, meeting of 23 Sep 2025, 14 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 Standalone Financial Statements of the Company for the Financial Year ended 31st March 2025 together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  14 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2025 together with the Report of the Auditors thereon.

  14 for0 against
• To appoint a Director in place of Mr. Charles Loo Cheau Leong (DIN: 08737827), who retires by rotation and being eligible, offers himself for re-appointment.

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

  • Angel One Mutual FundAttendance in Audit committee below 75%.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance concern: The director’s audit committee attendance is below the benchmarks.

  8 for6 against
• To appoint a Director in place of Mr. Ravi Gupta (DIN: 00133106), who retires by rotation and being eligible, offers himself for re-appointment.

  14 for0 against
• Appointment of Mr. Dorab Mistry (DIN: 07245114) as the Independent Director.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance concern: The proposed term will lead to a prolonged association with the group.
  • Axis Mutual Fund, Jio BlackRock Mutual FundDorab Mistry, 72, is a Chartered accountant and commodity expert. He served as an independent director on the board of the company for six years from 27 September 2016 to 22 August 2022. We note, he is also on the board of AWL Agri Business Limited (formerly Adani Wilmar), Non-Executive Chairperson – a listed entity with Wilmar International being the promoter with ~64%, since June 2021. While his appointment is in line with statutory requirements, we raise concerns that his overall association with the promoter group, Wilmar International will exceed ten years during his proposed tenure with the company. Given the extended association, we do not support his appointment as an Independent Director. The company also seeks shareholder approval for his continuation on the board once he attains 75 years of age during the proposed term, as required under amendments to SEBI’s LODR. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern on merit of the appointee. Governance concern: The proposed term will lead to a prolonged association of more than 10 years with the group
  • HDFC Mutual FundMr. Dorab Mistry, 72, is a Chartered accountant and commodity expert. His overall association with the promoter group will exceed ten years during his proposed tenure with the company. Given the extended association, we do not support his appointment as an Independent Director. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance concern: The proposed term will lead to a prolonged association of more than 10 years with the group

  3 for11 against
• Remuneration of Mr. Atul Chaturvedi (DIN: 00175355), Executive Chairman.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundHolds combined position of Chairman and executive director which may lead to concentration of power.
  • Axis Mutual Fund, Jio BlackRock Mutual FundAtul Chaturvedi, 69, has been the Executive Chairperson of the company since FY19. Approval is being sought for a revision in his remuneration terms wherein fixed remuneration from 01 April 2025 is revised to Rs. 44.3 mn from Rs. 43.0 mn and for payment of annual bonus amounting Rs. 17.9 mn for FY25, to be paid with FY26 remuneration. We understand including proposed bonus, remuneration for FY25 is Rs. 60.9 mn and proposed pay: basis revised remuneration terms, is estimated at Rs. 63.5 mn. We believe his remuneration does not align with the company’s performance: In FY25, the company continued to incur a loss , resulting in an increase in net worth erosion. Aggregate executive remuneration at Rs. 156.1 mn is also high. The company must disclose the performance metrics - basis which annual bonus is paid. The company also needs to engage with investors to understand their concerns over remuneration. At the 2022, 2023 and 2024 AGM’s, revision in Atul Chaturvedi’s remuneration resolution has consistently been met with significant push-back from public market investors (~92%). We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern identified over the merits of Mr. Atul Chaturvedi & regarding the remuneration proposed. Governance concern: Holds combined position of Chairman and executive director
  • HDFC Mutual FundAtul Chaturvedi, 69, has been the Executive Chairperson of the company since FY19. The aggregate promoter remuneration is not commensurate for the size and scale of business. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance concern: Holds combined position of Chairman and executive director

  3 for11 against
• Remuneration of Mr. Vijendra Singh (DIN: 03537522), Executive Director & Dy. CEO.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundHolds 4 full-time positions
  • Axis Mutual Fund, Jio BlackRock Mutual FundVijendra Singh, 64, Executive Director and Deputy CEO, has been on the board since May 2011. Approval is being sought for a revision in his remuneration terms wherein fixed remuneration from 01 April 2025 is revised to Rs. 43.3 mn from Rs. 42.1 mn and for payment of annual bonus amounting Rs. 13.5 mn for FY25, to be paid with FY26 remuneration. We understand including proposed bonus, remuneration for FY25 is Rs. 59.6 mn and proposed pay: basis revised remuneration terms, is estimated at Rs. 62.5 mn. We believe his remuneration does not align with the company’s performance: In FY25, the company continued to incur a loss , resulting in an increase in net worth erosion. Aggregate executive remuneration at Rs. 156.1 mn is also high. The company must disclose the performance metrics - basis which annual bonus is paid. The company also needs to engage with investors to understand their concerns over remuneration. At the 2022, 2023 and 2024 AGM’s, revision in Vijendra Singh’s remuneration resolution has consistently been met with significant push-back from public market investors (~92%). We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNon-Compliant with The Companies Act, 2013: Holds 4 Full-time positions. No concern identified over the merits of Mr. Vijendra Singh & regarding the proposed remuneration.
  • HDFC Mutual FundMr. Vijendra Singh, 64, Executive Director and Deputy CEO, has been on the board since May 2011. The aggregate promoter remuneration is not commensurate for the size and scale of business. We do not support the resolution.
  • Kotak Mahindra Mutual FundThere are no concerns over the merits of Vijenrdra singh and his remuneration. Section 203 of the companies act, 2013 restricts full-time positions upto maximum 2 companies provided that the other company is a subsidiary, and in case of a Managing director, in not more than 2 companies, subjected to unanimous approval from the board members. Mr. Singh holds full time position at four companies including the concerned company. It is beyond the regulatory limit. Hence, we do not favour the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon-Compliant with The Companies Act, 2013: Holds 4 Full-time positions

  2 for12 against
• Remuneration of Mr. Ravi Gupta (DIN:00133106), Executive Director.

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundRavi Gupta, 54, Executive Director has been on the board since October 2021. Approval is being sought for a revision in his remuneration terms wherein fixed remuneration from 01 April 2025 is revised to Rs. 23.4 mn from Rs. 22.5 mn and for payment of annual bonus amounting Rs. 13.1 mn for FY25, to be paid with FY26 remuneration. We understand including proposed bonus, remuneration for FY25 is Rs. 35.6 mn and proposed pay: basis revised remuneration terms, is estimated at Rs. 36.5 mn. We believe his remuneration does not align with the company’s performance: In FY25, the company continued to incur a loss, resulting in an increase in net worth erosion. Aggregate executive remuneration at Rs. 156.1 mn is also high. The company must disclose the performance metrics - basis which annual bonus is paid. The company also needs to engage with investors to understand their concerns over remuneration. At the 2022, 2023 and 2024 AGM’s, revision in Ravi Gupta’s remuneration resolution has consistently been met with significant push-back from public market investors (~92%). We do not support the resolution.
  • HDFC Mutual FundMr. Ravi Gupta, 54, Executive Director has been on the board since October 2021. The aggregate promoter remuneration is not commensurate for the size and scale of business. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the candidate

  9 for5 against
• Appointment of M/s. GDR & Partners LLP as the Secretarial Auditor.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundProposed audit fee payable to Secretarial Auditors not disclosed. Transparency concern: No clarity on material change in the proposed audit fee.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo issues on merits of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee payable to Secretarial Auditors not disclosed. Transparency concern: No clarity on material change in the proposed audit fee.
  • Kotak Mahindra Mutual FundCompany has failed to disclose the proposed audit fees for Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30. As they failed to match the regulatory requirement, we do not favour the resolution.

  7 for7 against
• Ratification / Approval of remuneration of Cost Auditors.

  13 for0 against

Mutual fund votes, meeting of 21 Mar 2025, 11 fund houses

• Re-appointment of Mr. Seetharaman Sridharan (DIN: 01773791) as an Independent Director of the Company for a second consecutive term of 5 (five) years

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual FundRe-appointment compliant with law. No issues on merit / profile of appointee. Transparency Concern: Attendance details are not available for Board meetings held during FY 2024-25 till the date of the Notice.
  • Kotak Mahindra Mutual FundSeetharaman Sridharan, 70, retired as Managing Partner of Ernst & Young (EY) Muscat, where he worked for 30 years. He advised several global corporations in technology, oilfield services, financial services, EPC, construction and petroleum. He attended five out of six board meetings held in FY24 (83%). The Company has not disclosed the attendance performance of the Directors for the period FY 2024-25. Hence, we are voting against.

  8 for3 against
• Re-appointment of Mr. Siraj Hussain (DIN: 05346215) as an Independent Director of the Company for a second consecutive term of 5 (five) years

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual FundRe-appointment compliant with law. No issues on merit / profile of appointee. Transparency Concern: Attendance details are not available for Board meetings held during FY 2024-25 till the date of the Notice.
  • Kotak Mahindra Mutual FundSiraj Hussain, 68, is a retired IAS officer of the 1979 batch. He served the state government of Uttar Pradesh in various capacities including as District Magistrate, Managing Director of UP State Industrial Development Corporation, UP State Agro Industries Corporation and Registrar Co-operative Societies. He attended all six board meetings held in FY24. The Company has not disclosed the attendance performance of the Directors for the period FY 2024-25. Hence, we are voting against.

  8 for3 against
• Approval for increase in annual remuneration of the Independent Directors w.e.f. FY2024-25

  ›Against Axis Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundThe company had sought shareholder approval in June 2022 to pay its independent directors commission upto Rs. 1.2 mn per annum (in case of resident directors) and USD 15,000 in case of non-resident directors. The company now seeks shareholder approval to increase the annual commission per director to Rs. 1.5 mn from FY25.The proposed remuneration to Independent Directors is in line with market practices and regulations. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  9 for2 against
• Approval for Material Related Party Transactions between Wilmar Sugar Pte. Ltd. and the Company for the FY2025-26

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundWSPL and its affiliates engage in sugar trading with presence in sugar-producing countries such as Brazil, Mexico, Thailand, and Australia and supplies to sugar deficit regions like Middle-east, Sudan, East Africa, etc., The company seeks shareholder approval for transactions in the nature of purchase of raw sugar, sale of sugar and other sugar-related products, sale of PP bags, interest on purchases and advances, demurrage, dispatch, advance novation, and receipt of advances. These transactions provide Shree Renuka Sugars Ltd. (SRSL) with flexibility in both procurement and supply. However, from FY25 onwards, SRSL has also undertaken hedging transactions through WSPL (approval sought at the 2024 AGM). The company has stated that due to excess global sugar production, it needs to maintain the White Premium (price difference between raw and white sugar) for a longer duration. The company states that its existing broker credit line of USD 7 mn is insufficient and thus, SRSL may conduct hedging through OTC commodity derivatives and commodity futures with WSPL. The statutory auditors issued a qualified opinion on SRSL’s internal financial controls for FY24, citing inadequate controls over commodity derivative transactions, which could lead to non-compliance with the company’s risk management policy and potential material misstatements in financial statements. It remains unclear whether these concerns have been addressed. In the absence of clarity, we do not support the resolution. Additionally, the company must explain why support has not been provided in the form of margin requirements with an external broker, rather than conducting hedging transactions with a promoter-controlled entity.
  • HDFC Mutual FundThere is lack of clarity on why support has not been provided in the form of margin requirements with an external broker, rather than conducting hedging transactions with a promoter-controlled entity. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  7 for4 against
• Approval for Material Related Party Transactions between Wilmar Sugar and Energy Pte. Ltd. and the Company for the FY2025-26

  11 for0 against
• Approval for Material Related Party Transactions between Wilmar Sugar India Private Limited and the Company for the FY2025-26

  11 for0 against
• Approval for Material Related Party Transactions between Wilmar Agri Trading DMCC and the Company for the FY2025-26

  11 for0 against

Mutual fund votes, meeting of 24 Sep 2024, 10 fund houses

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March 2024 together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Bandhan Mutual FundWe have relied upon the auditors’ report, which qualified the internal financial controls due to the following material weaknesses: (i) The company did not have appropriate internal control system for commodity derivative transactions undertaken by the company during the year, which could potentially result in non-compliance with the company’s Risk Management Policy and could also potentially result in material misstatement in the Company’s financial statements. (ii) The company did not have appropriate internal control system for review of assumptions used in projections used for assessing impairment in the carrying value of investments and loans given by the company to its subsidiaries, which could potentially result in the company recognizing these assets at a value more than its recoverable amount and consequential understatement of losses and overstatement of other equity as at March 31, 2024. (iii) The company’s internal control system for review of inventory valuation of intermediary goods and finished goods was not operating effectively. This could potentially result in material misstatement in the company’s financial statements. (iv) The company needs to strengthen its financial statement closure process particularly for review of the financial statements and disclosures. This could potentially result in material misstatement in the company’s financial statements. The auditor notes that the audit trail feature is not enabled for certain changes made using certain privileged/administrative access rights for one of the applications and for two softwares, audit trail was not enabled for direct changes to database.
  • Groww Mutual FundQualified opinion by the Auditors over internal financial controls on standalone financial statements. We are of the opinion that material misstatements may exist in valuation of inventory due of absence of legitimate IFC and inventory is material to the financial statements. Hence, we vote against the resolution
  • ICICI Prudential Mutual FundThe AMC relied upon the auditors’ report, which qualified the internal financial controls due to the following material weaknesses: (i) The company did not have appropriate internal control system for commodity derivative transactions undertaken by the company during the year, which could potentially result in non-compliance with the company’s Risk Management Policy and could also potentially result in material misstatement in the Company’s financial statements. (ii) The company did not have appropriate internal control system for review of assumptions used in projections used for assessing impairment in the carrying value of investments and loans given by the company to its subsidiaries, which could potentially result in the company recognizing these assets at a value more than its recoverable amount and consequential understatement of losses and overstatement of other equity as at March 31, 2024. (iii) The company’s internal control system for review of inventory valuation of intermediary goods and finished goods was not operating effectively. This could potentially result in material misstatement in the company’s financial statements. (iv) The company needs to strengthen its financial statement closure process particularly for review of the financial statements and disclosures. This could potentially result in material misstatement in the company’s financial statements. The auditor notes that the audit trail feature is not enabled for certain changes made using certain privileged/administrative access rights for one of the applications and for two softwares, audit trail was not enabled for direct changes to database. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual Fund, Nippon India Mutual FundQualified opinion by the Auditors over internal financial controls on standalone financial statements Shareholders may seek clarification from the Company and vote accordingly.

  3 for7 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2024 together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Bandhan Mutual FundWe have relied upon the auditors’ report, which qualified the internal financial controls due to the following material weaknesses: (i) The company did not have appropriate internal control system for commodity derivative transactions undertaken by the company during the year, which could potentially result in non-compliance with the company’s Risk Management Policy and could also potentially result in material misstatement in the company’s financial statements. (ii) The company did not have appropriate internal control system for review of assumptions used in projections used for assessing impairment in the carrying value of investments and loans given by the company to its subsidiaries, which could potentially result in the company recognizing these assets at a value more than its recoverable amount and consequential understatement of losses and overstatement of other equity as at March 31, 2024. (iii) The company’s internal control system for review of inventory valuation of intermediary goods and finished goods was not operating effectively. This could potentially result in material misstatement in the company’s financial statements. (iv) The company needs to strengthen its financial statement closure process particularly for review of the financial statements and disclosures. This could potentially result in material misstatement in the Company’s financial statements. The auditor notes that the audit trail feature is not enabled for certain changes made using certain privileged/administrative access rights for one of the applications and for two softwares, audit trail was not enabled for direct changes to database.
  • Groww Mutual FundQualified opinion by the Auditors over internal financial controls on standalone financial statements. We are of the opinion that material misstatements may exist in valuation of inventory due of absence of legitimate IFC and inventory is material to the financial statements. Hence, we vote against the resolution
  • ICICI Prudential Mutual FundThe AMC relied upon the auditors’ report, which qualified the internal financial controls due to the following material weaknesses: (i) The company did not have appropriate internal control system for commodity derivative transactions undertaken by the company during the year, which could potentially result in non-compliance with the company’s Risk Management Policy and could also potentially result in material misstatement in the company’s financial statements. (ii) The company did not have appropriate internal control system for review of assumptions used in projections used for assessing impairment in the carrying value of investments and loans given by the company to its subsidiaries, which could potentially result in the company recognizing these assets at a value more than its recoverable amount and consequential understatement of losses and overstatement of other equity as at March 31, 2024. (iii) The company’s internal control system for review of inventory valuation of intermediary goods and finished goods was not operating effectively. This could potentially result in material misstatement in the company’s financial statements. (iv) The company needs to strengthen its financial statement closure process particularly for review of the financial statements and disclosures. This could potentially result in material misstatement in the Company’s financial statements. The auditor notes that the audit trail feature is not enabled for certain changes made using certain privileged/administrative access rights for one of the applications and for two softwares, audit trail was not enabled for direct changes to database. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual Fund, Nippon India Mutual FundQualified opinion by the Auditors over internal financial controls on standalone financial statements. Shareholders may seek clarification from the Company and vote accordingly.

  3 for7 against
• To appoint a Director in place of Mr. Jean Luc Bohbot (DIN:06857132), 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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundRe-appointment compliant with law. Governance Concern: Non-Compliance with regard to retirement by rotation provisions and the Director is an NRC member.

  6 for4 against
• To approve material related party transactions between Wilmar Sugar Pte. Ltd. and the Company for FY 2024-25.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundSRSL and WSPL are subsidiaries of Wilmar Sugar and Energy Pte. Ltd. The proposed transactions are for OTC commodity derivative products and Commodity Futures derivatives. The company states that due to the emerging situation of excess sugar production in the Global Market, there is a need to manage the White Premium (WP) pragmatically for farther months and for longer duration. Since the current credit line of USD 7 mn from the existing broker is insufficient, the OTC structure and hedging is proposed to be carried through WSPL. The transactions are in the ordinary course of business and at arm’s length price. The proposed limt of Rs. 26.25 bn is ~23% of the company’s consolidated turnover. We raise concerns that the statutory auditors have qualified the company’s internal financial controls since the company did not have appropriate internal control system for commodity derivative transactions undertaken during the year, which could potentially result in non-compliance with the company’s Risk Management Policy and could also potentially result in material misstatement in the Company’s financial statements. Further, the company must explain why it proposes to enter into OTC commodity derivative products through WSPL, when commodity derivative products are likely to be available on domestic / international stock exchanges.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance Concern: Basis for arm’s length pricing not disclosed. Transparency concern: Not disclosed whether materiality threshold limit for related party transaction has breached or not.
  • HDFC Mutual FundLack of clarity on rationale for entering into these related party transactions through its associates.
  • ICICI Prudential Mutual FundSRSL and WSPL are subsidiaries of Wilmar Sugar and Energy Pte. Ltd. The proposed transactions are for OTC commodity derivative products and Commodity Futures derivatives. The company states that due to the emerging situation of excess sugar production in the Global Market, there is a need to manage the White Premium (WP) pragmatically for farther months and for longer duration. Since the current credit line of USD 7 million from the existing broker is insufficient, the OTC structure and hedging is proposed to be carried through WSPL. The transactions are in the ordinary course of business and at arm’s length price. The proposed limt of `26.25 billion is ~23% of the company’s consolidated turnover. The AMC is concerned that the statutory auditors have qualified the company’s internal financial controls since the company did not have appropriate internal control system for commodity derivative transactions undertaken during the year, which could potentially result in non-compliance with the company’s Risk Management Policy and could also potentially result in material misstatement in the Company’s financial statements. Further, the company must explain why it proposes to enter into OTC commodity derivative products through WSPL, when commodity derivative products are likely to be available on domestic / international stock exchanges. In light of lack of adequate disclosures, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundSRSL and WSPL are subsidiaries of Wilmar Sugar and Energy Pte. Ltd. The proposed transactions are for OTC commodity derivative products and Commodity Futures derivatives. The company states that due to the emerging situation of excess sugar production in the Global Market, there is a need to manage the White Premium (WP) pragmatically for farther months and for longer duration. Since the current credit line of USD 7 mn from the existing broker is insufficient, the OTC structure and hedging is proposed to be carried through WSPL. The transactions are in the ordinary course of business and at arm’s length price. The proposed limt of Rs. 26.25 bn is ~23% of the company’s consolidated turnover. We raise concerns that the statutory auditors have qualified the company’s internal financial controls since the company did not have appropriate internal control system for commodity derivative transactions undertaken during the year, which could potentially result in non-compliance with the company’s Risk Management Policy and could also potentially result in material misstatement in the Company’s financial statements. Further, the company must explain why it proposes to enter into OTC commodity derivative products through WSPL, when commodity derivative products are likely to be available on domestic / international stock exchanges. We do not support the resolution.

  0 for10 against
• Remuneration of Mr. Atul Chaturvedi (DIN: 00175355), Executive Chairman

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundAtul Chaturvedi, 68, has been the Executive Chairperson of the company since FY19. The board proposes to revise his remuneration terms as Executive Chairperson to Rs. 43.1 mn annually. Assuming an annual bonus of Rs. 21.0 mn, his FY25 remuneration will be Rs. 64.1 mn. Further, the company will pay him annual bonus of Rs. 20.7 mn for FY24, which will take his FY24 pay to Rs. 62.1 mn. We believe his remuneration does not align with the company’s performance: while the company’s total income and EBITDA for FY24 has increased, the company continues to incur losses. The performance incentive component in aggregate pay is low at 7.0% and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. No concern identified over the merits of Mr. Atul Chaturvedi & regarding the proposed resolution. Governance concern: Holds combined position of Chairman and executive director.
  • ICICI Prudential Mutual FundAtul Chaturvedi, 68, has been the Executive Chairperson of the company since FY2019. The board proposes to revise his remuneration terms as Executive Chairperson to `43.1 million annually. Assuming an annual bonus of `21.0 million, his FY2025 remuneration will be `64.1 million. Further, the company will pay him annual bonus of `20.7 million for FY2024, which will take his FY2024 pay to `62.1 million. The AMC believe that his remuneration does not align with the company’s performance. While the company’s total income and EBITDA for FY2024 has increased, the company continues to incur losses. The performance incentive component in aggregate pay is low at 7.0% and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay. In light of lack of adequate disclosures, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundAtul Chaturvedi, 68, has been the Executive Chairperson of the company since FY19. The board proposes to revise his remuneration terms as Executive Chairperson to Rs. 43.1 mn annually. Assuming an annual bonus of Rs. 21.0 mn, his FY25 remuneration will be Rs. 64.1 mn. Further, the company will pay him annual bonus of Rs. 20.7 mn for FY24, which will take his FY24 pay to Rs. 62.1 mn. We believe his remuneration does not align with the company’s performance: while the company’s total income and EBITDA for FY24 has increased, the company continues to incur losses. The performance incentive component in aggregate pay is low at 7.0% and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay. We do not support the resolution.

  2 for8 against
• Remuneration of Mr. Vijendra Singh (DIN: 03537522), Executive Director & Dy. CEO

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundVijendra Singh, 64, was appointed as an executive director in May 2011. The board proposes to revise his remuneration terms to Rs. 42.1 mn annually. Assuming an annual bonus of Rs. 15.0 mn, his FY25 remuneration will be Rs. 57.1 mn. Further, the company will pay him annual bonus of Rs. 13.5 mn for FY24, which will take his FY24 pay to Rs. 53.9 mn. We believe his remuneration does not align with the company’s performance. The company operates in a cyclical industry: while the company’s total income and EBITDA for FY24 has increased, the company continues to incur losses. The performance incentive component in aggregate pay is low at 7.1% and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-Compliant of law: Holds 4 Full-time positions. No concern identified over the merits of Mr. Vijendra Singh & regarding the proposed resolution.
  • ICICI Prudential Mutual FundVijendra Singh, 64, was appointed as an executive director in May 2011. The board proposes to revise his remuneration terms to `42.1 million annually. Assuming an annual bonus of `15.0 million, his FY2025 remuneration will be `57.1 million. Further, the company will pay him annual bonus of `13.5 million for FY2024, which will take his FY2024 pay to `53.9 mn. The AMC believe that his remuneration does not align with the company’s performance. While the company’s total income and EBITDA for FY2024 has increased, the company continues to incur losses. The performance incentive component in aggregate pay is low at 7.0% and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay. Due to lack of adequate disclosures, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundVijendra Singh, 64, was appointed as an executive director in May 2011. The board proposes to revise his remuneration terms to Rs. 42.1 mn annually. Assuming an annual bonus of Rs. 15.0 mn, his FY25 remuneration will be Rs. 57.1 mn. Further, the company will pay him annual bonus of Rs. 13.5 mn for FY24, which will take his FY24 pay to Rs. 53.9 mn. We believe his remuneration does not align with the company’s performance. The company operates in a cyclical industry: while the company’s total income and EBITDA for FY24 has increased, the company continues to incur losses. The performance incentive component in aggregate pay is low at 7.1% and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay. We do not support the resolution.

  2 for8 against
• Remuneration of Mr. Ravi Gupta (DIN: 00133106), Executive Director

  ›Against Axis Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundRavi Gupta, 54, was appointed as Executive Director from 28 October 2021. The board proposes to revise his remuneration terms to Rs. 22.5 mn annually, which is completely fixed. Assuming an annual bonus of Rs. 15.0 mn, his FY25 remuneration is estimated at Rs. 37.5 mn. Further, the company will pay him annual bonus of Rs. 13.9 mn for FY24, which will take his FY24 pay to Rs. 34.8 mn. We believe his remuneration does not align with the company’s performance. The company operates in a cyclical industry: while the company’s total income and EBITDA for FY24 has increased, the company continues to incur losses. His remuneration structure does not include performance incentive and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundRavi Gupta, 54, was appointed as Executive Director from 28 October 2021. The board proposes to revise his remuneration terms to Rs. 22.5 mn annually, which is completely fixed. Assuming an annual bonus of Rs. 15.0 mn, his FY25 remuneration is estimated at Rs. 37.5 mn. Further, the company will pay him annual bonus of Rs. 13.9 mn for FY24, which will take his FY24 pay to Rs. 34.8 mn. We believe his remuneration does not align with the company’s performance. The company operates in a cyclical industry: while the company’s total income and EBITDA for FY24 has increased, the company continues to incur losses. His remuneration structure does not include performance incentive and there is no clarity on the quantum of annual bonus that he will receive during the proposed tenure. The company must disclose the performance metrics which determines his variable pay. We do not support the resolution.

  7 for3 against
• Ratification/ Approval of remuneration of Cost Auditors.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNo Conflict of interest brought to shareholders notice

  9 for1 against

Mutual fund votes, meeting of 16 Mar 2024, 10 fund houses

• Revision in limit of material related party transactions between Wilmar Sugar Pte. Ltd, and the Company for FY 2023-24

  10 for0 against
• Approval for material related party transactions between Wilmar Sugar Pte. Ltd. and the Company for FY 2024-25

  10 for0 against
• Approval for material related party transactions between Wilmar Sugar Holdings Pte. Ltd. and the Company for FY 2024-25

  10 for0 against
• Approval for material related party transactions between Wilmar Agri Trading DMCC and the Company for FY 2024-25

  10 for0 against
• ORDINARY - Approval for material related party transactions between Wilmar Sugar India Private Limited and the Company for FY 2024-25

  10 for0 against
• Approval for issue of equity shares through Qualified Institutions Placement (QIP)

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: Significant dilution. No clarity regarding not opting for Rights Issue.

  8 for2 against