Syngene International CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 Jul 2025, 28 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 and consolidated financial statements of the Company for the financial year ended March 31, 2025

  26 for0 against
• To declare a final dividend of Rs. 1.25/- per equity share for the financial year ended March 31, 2025

  28 for0 against
• To consider and approve the appointment of Professor Catherine Rosenberg (DIN: 06422834) as Director liable to retire by rotation

  28 for0 against
• To appoint M/s V Sreedharan & Associates, Company Secretaries, as secretarial auditors of the Company and to fix their remuneration

  28 for0 against
• To approve and recommend the appointment of Ms. Vinita Bali (Din: 00032940), as a Non-Executive Director

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Existing term ongoing as Independent Director and proposed as Non-Executive-Non-Independent Directorship immediately after completing tenure as Independent Director. Cooling off period of one year not served after completion of term as Independent Director. Appointment as Non-Independent Director raises question over her independence as Independent Director.
  • Baroda BNP Paribas Mutual FundAlthough legally compliant, 1 year cooling of period not served.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with Law. Governance Concern: Existing term ongoing as ID and proposed as NE-NID immediately after completing tenure as ID. Cooling off period of 1-year not served after completion of term as ID. Appointment as Non-Independent Director raises question over her independence as ID.
  • PPFAS Mutual FundNo cooling off period served from ID to NED

  20 for8 against
• To approve the termination of Syngene Restricted Stock Unit Long Term Incentive Plan FY 2020

  28 for0 against

Mutual fund votes, meeting of 28 Jun 2025, 30 fund houses

• To approve the appointment of Mr. Peter Bains (DIN: 00430937) as Managing Director and Chief Executive Officer of the Company and payment of Managerial Remuneration to an amount not exceeding 7% of the net profits of the Company.MoreLess

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Cooling off period of one year not being served.
  • Baroda BNP Paribas Mutual FundThough legally compliant, cooling off period was not served.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Cooling off period of 1 year not being served.
  • Nippon India Mutual FundGovernance Concern: No cooling off period served by candidate.
  • PPFAS Mutual FundCooling off period not being served

  21 for9 against
• To approve the appointment of Dr. Sanjaya Singh (DIN: 11122562) as an Independent Director of the Company

  30 for0 against
• To approve the appointment of Mr. Suresh Narayanan (DIN: 07246738) as an Independent Director of the Company

  30 for0 against
• To approve amendments including increasing the share pool of Performance Share Units under Syngene Long Term Incentive Performance Share Plan 2023.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, quant Mutual Fund, Quantum Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Potential significant benefit arising to a single employee.
  • Axis Mutual FundThe amendments include (i) increase in the pool size by ~4.5 mn options and (ii) increase the maximum options to a single employee in a year to 1% of paid-up share capital. Under the scheme, stock options will be issued at Rs. 10 (face value) and have performance-based vesting linked to individual performance, and other targets approved and communicated by the board. We had supported the original scheme when shareholder approval was sought through a postal ballot in April 2023. However, we have since revised our voting guidelines. We support the grant of deeply discounted options when the vesting is strictly tied to predefined performance criteria, and the targets for such parameters have been clearly disclosed. In the absence of such disclosures, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Potential significant benefit arising to a single employee.
  • Canara Robeco Mutual FundThe amendments include (i) increase in the pool size by ~4.5 mn options and (ii) increase the maximum options to a single employee in a year to 1% of paid-up share capital. Under the scheme, stock options will be issued at Rs. 10 (face value) and have performance-based vesting linked to individual performance, and other targets approved and communicated by the board. Support to the grant of deeply discounted options is contingent upon the vesting being strictly tied to predefined performance criteria and and the targets for such parameters having been clearly disclosed. The company has not disclosed the performance metrics that will determine vesting. In the absence of such disclosures, we do not support the resolution.
  • DSP Mutual FundThe amendments include (i) increase in the pool size by ~4.5 mn options and (ii) increase the maximum options to a single employee in a year to 1% of paid-up share capital. Under the scheme, stock options will be issued at Rs. 10 (face value) and have performance-based vesting linked to individual performance, and other targets approved and communicated by the board. We had supported the original scheme when shareholder approval was sought through a postal ballot in April 2023. However, we have since revised our voting guidelines. We support the grant of deeply discounted options when the vesting is strictly tied to predefined performance criteria, and the targets for such parameters have been clearly disclosed. We note that in its response, the company has not disclosed the performance metrics that will determine vesting. In the absence of such disclosures, we do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice. • The proposal includes grant of PSUs to employees of holding company, without a compelling rationale.
  • HDFC Mutual FundPSUs are issued at significant discount to the market price. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because: • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice. • The proposal includes grant of PSUs to employees of holding company, without a compelling rationale.
  • Invesco Mutual FundThe amendments include (i) increase in the pool size by ~4.5 mn options and (ii) increase the maximum options to a single employee in a year to 1% of paid-up share capital. Under the scheme, stock options will be issued at Rs. 10 (face value) and have performance-based vesting linked to individual performance, and other targets approved and communicated by the board. We had supported the original scheme when shareholder approval was sought through a postal ballot in April 2023. However, we have since revised our voting guidelines. We support the grant of deeply discounted options when the vesting is strictly tied to predefined performance criteria, and the targets for such parameters have been clearly disclosed. We note that in its response, the company has not disclosed the performance metrics that will determine vesting. In the absence of such disclosures, we do not support the resolution
  • Kotak Mahindra Mutual FundIn the current resolution, the company proposes for few amendments that include (i) increase in the pool size by ~4.5 mn options and (ii) increase the maximum options to a single employee in a year to 1% of paid-up share capital. 1% of issued share capital at present results in total ~ 40,25,370 shares. Technically, the Company can grant ~ 40,25,370 options to an individual employee which represents 60% of the Pool. Considering the current market price of 649.05 (as on 2nd June, 2025) and Exercise Price of 10.00 per share being face value; the maximum economic benefit to an individual employee may lead up to ~257.24 crores, which is quite significant considering the size of the Company. Since the company has not provided adequate reasoning and an absolute cap on the number of options that can be granted per Employee, voting against.
  • Mirae Asset Mutual FundStock options at steep discount to CMP does not align with shareholders' interests
  • Nippon India Mutual FundPotential excessive benefit to a single employee.
  • PPFAS Mutual FundPotential significant benefits arising to a single employee.
  • quant Mutual FundRelated to the approval of amendment to the company’s ESOP scheme. Compliant with the law. Governance concern: Potentially significant benefit of up to INR 257cr arising to a single employee.
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. The company has sought approval for amendments to its Syngene Long Term Incentive Performance Share Plan 2023. We take note that the stock units are to be issued at face value, and the company has not provided the performance parameters for vesting of the stock units. Therefore, we do not favour the resolution.
  • Tata Mutual FundAs per our understanding ESOPs will be issued at Face Value. We do no support such deep discounted grant of ESOPs.

  9 for21 against
• To approve extending the benefits of the ‘Syngene Long Term Incentive Performance Share Plan 2023’, as amended, to the employees of holding company, subsidiary(ies) including future subsidiary(ies).

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, quant Mutual Fund, Quantum Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Potential significant benefit arising to a single employee.
  • Axis Mutual FundWe do not support the extension scheme to employees of the listed holding company. Further, our view on this resolution is linked to our view on resolution #4. Thus, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Potential significant benefit arising to a single employee.
  • Canara Robeco Mutual FundSupport to the grant of deeply discounted options is contingent upon the vesting being strictly tied to predefined performance criteria and and the targets for such parameters having been clearly disclosed. The company has not disclosed the performance metrics that will determine vesting. In the absence of such disclosures, we do not support the resolution.
  • DSP Mutual FundWe generally do not support the extension scheme to employees of the listed holding company. The company has clarified that the resolution pertains to shared resources, i.e., when a group employee is deployed between the holding company and Syngene, with clearly defined responsibilities for each. In such an instance, the respective employee’s compensation is also shared based on the proportion of time devoted to Syngene. Notwithstanding, our view on this resolution is linked to our view on resolution #4. Thus, we do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice. • The proposal includes grant of PSUs to employees of holding company, without a compelling rationale.
  • HDFC Mutual FundPSUs are issued at significant discount to the market price. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because: • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice. • The proposal includes grant of PSUs to employees of holding company, without a compelling rationale.
  • Invesco Mutual FundWe generally do not support the extension scheme to employees of the listed holding company. The company has clarified that the resolution pertains to shared resources, i.e., when a group employee is deployed between the holding company and Syngene, with clearly defined responsibilities for each. In such an instance, the respective employee’s compensation is also shared based on the proportion of time devoted to Syngene. Thus, we do not support the resolution
  • Kotak Mahindra Mutual FundWe note that the Company has clarified that only the employees of the Holding Company that have been devoted to the Company will be granted PSUs. However, our view is linked to resolution #4. Hence voting against.
  • Mirae Asset Mutual FundStock options at steep discount to CMP does not align with shareholders' interests
  • Nippon India Mutual FundPotential excessive benefit to a single employee.
  • PPFAS Mutual FundInterlinked with the other Performance Share Units resolution
  • quant Mutual FundRelated to the approval of amendment to the company’s ESOP scheme. Compliant with the law. Governance concern: Potentially significant benefit of up to INR 257cr arising to a single employee.
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. The company has sought approval for amendments to its Syngene Long Term Incentive Performance Share Plan 2023. We take note that the stock units are to be issued at face value, and the company has not provided the performance parameters for vesting of the stock units. Therefore, we do not favour the resolution.
  • Tata Mutual FundPertaining to Resolution number 4. We do not support the resolution.

  9 for21 against

Mutual fund votes, meeting of 24 Jul 2024, 23 fund houses

• Adoption of Audited Financial Statements: a) To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, and the reports of the Board of Directors and Auditors thereon. b) To consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, and the report of the Auditors thereon.MoreLess

  23 for0 against
• Declaration of Dividend: To declare a final dividend of Rs. 1.25 per equity share for the financial year ended March 31, 2024.

  23 for0 against
• To approve the appointment of Ms. Kiran Mazumdar Shaw (DIN: 00347229) as director liable to retire by rotation.

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with law. Governance Concern: Excessive Time Commitments.
  • Zerodha Mutual FundExcessive Time Commitments.

  18 for5 against
• To approve the re-appointment of Dr. Kush Parmar (DIN: 09212020) as an Independent Director of the Company.

  23 for0 against
• To approve the appointment of Ms. Manja Boerman (DIN: 10655368) as an Independent Director of the Company.

  23 for0 against

Mutual fund votes, meeting of 10 Jun 2024, 26 fund houses

• To approve the re-appointment of Mr. Jonathan Brittan Hunt (DIN:07774619) as Managing Director and Chief Executive Officer of the Company

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Navi Mutual FundJonathan Hunt, 55, was appointed as Managing Director and CEO of the company for five years with effect from 1 April 2020 in the FY20 AGM. While we support Jonathan Hunt’s reappointment as Managing Director and CEO, we do not support the resolution since his estimated proposed remuneration for FY25 remuneration at Rs. 202.7 mn (including estimated fair value of options granted) is high in comparison to peers. Further, the company has not provided any details regarding the number of stock options/RSUs that he may granted during his proposed term, nor has it capped the total proposed remuneration payable during his term. Therefore, we are unable to support the resolution.
  • Edelweiss Mutual FundTwo seperate resolutions have been clubbed together which does not denote right governance.
  • Groww Mutual FundRe-appointment compliant with law. No concern on the merits of proposed appointee. Transparency Concern: Board attendance not disclosed as per SS-2.
  • Invesco Mutual FundJonathan Hunt, 55, was appointed as Managing Director and CEO of the company for five years with effect from 1 April 2020 in the FY20 AGM. While we support Jonathan Hunt’s reappointment as Managing Director and CEO, we do not support the resolution since his estimated proposed remuneration for FY25 remuneration at Rs. 202.7 mn (including estimated fair value of options granted) is high in comparison to peers. Further, the company has not provided any details regarding the number of stock options/RSUs that he may granted during his proposed term, nor has it capped the total proposed remuneration payable during his term. Therefore, we are unable to support the resolution
  • Nippon India Mutual FundRemuneration is high

  19 for7 against
• To approve the appointment of Mr. Sibaji Biswas (DIN: 06959449) as Executive Director & Chief Financial Officer of the Company

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Navi Mutual FundSibaji Biswas, 54, was appointed as the CFO of Syngene in December 2019 and is a member of the Executive Committee. The company proposes to appoint him as Executive Director and CFO for five years from 1 April 2024. While we support Sibaji Biswas’ appointment as Executive Director and CFO, we do not support the resolution because his estimated proposed remuneration for FY25 remuneration at Rs. 71.5 mn (including estimated fair value of options granted) is high in comparison to peers. Further, the company has not provided any details regarding the number of stock options/RSUs that he may granted during his proposed term, nor has it capped the total proposed remuneration payable during his term. Therefore, we are unable to support the resolution.
  • Edelweiss Mutual FundTwo seperate resolutions have been clubbed together which does not denote right governance.
  • Invesco Mutual FundSibaji Biswas, 54, was appointed as the CFO of Syngene in December 2019 and is a member of the Executive Committee. The company proposes to appoint him as Executive Director and CFO for five years from 1 April 2024. While we support Sibaji Biswas’ appointment as Executive Director and CFO, we do not support the resolution because his estimated proposed remuneration for FY25 remuneration at Rs. 71.5 mn (including estimated fair value of options granted) is high in comparison to peers. Further, the company has not provided any details regarding the number of stock options/RSUs that he may granted during his proposed term, nor has it capped the total proposed remuneration payable during his term. Therefore, we are unable to support the resolution
  • Nippon India Mutual FundRemuneration is high

  20 for6 against
• To approve the appointment of Mr. Nilanjan Roy (DIN: 02703775) as an Independent Director of the Company

  26 for0 against

Mutual fund votes, meeting of 26 Jul 2023, 18 fund houses

• Adoption of Audited Financial Statements: a) To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, and the reports of the Board of Directors and Auditors thereon. b) To consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, and the report of the Auditors thereon.MoreLess

  18 for0 against
• Declaration of Dividend: To declare a final dividend of Rs. 1.25/- per equity share (Re. 0.50 regular dividend and Re. 0.75 as an additional special dividend to mark the 30th anniversary of the founding of the Company in November 1993) for the Financial Year ended March 31, 2023.MoreLess

  18 for0 against
• To approve the appointment of Ms. Catherine Rosenberg (DIN: 06422834) as Director liable to retire by rotation

  18 for0 against

Mutual fund votes, meeting of 23 Apr 2023, 17 fund houses

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

• To approve the Syngene Long Term Incentive Performance Share Plan 2023 and grant of Performance Share Units (PSUs) to eligible employees of the Company.

  2 for0 against
• To approve the Syngene Long Term Incentive Outperformance Share Plan 2023 and grant of Performance Share Units (PSUs) to eligible employees of the Company.

  2 for0 against
• To approve extending the benefits of the Syngene Long Term Incentive Performance Share Plan 2023 to the employees of Holding Company, subsidiary(ies) including future subsidiary(ies).

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:- The scheme permits PSUs to be issued with an exercise price at a deep discount to the market price, as on grant date.- The exact performance conditions and targets for vesting have not been disclosed.- The proposal includes grant of stock options to employees of holding companies.

  2 for1 against
• To approve extending the benefits of the Syngene Long Term Incentive Outperformance Share Plan 2023 to the employees of Holding Company, subsidiary(ies) including future subsidiary(ies).

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:- The scheme permits PSUs to be issued with an exercise price at a deep discount to the market price, as on grant date.- The exact revenue target for vesting has not been disclosed. In the absence of information, it is difficult to ascertain if the revenue targets will be sufficiently stretching.- The proposal includes grant of stock options to employees of holding companies.

  2 for1 against
• To approve the provision of money by the Company for the purchase of its own shares by the Syngene Employees Welfare Trust for the benefit of employees under Syngene Long Term Incentive Performance Share Plan 2023 and Syngene Long Term Incentive Outperformance Share Plan 2023.MoreLess

  ›Against HDFC Mutual Fund, HSBC Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:- The scheme permits PSUs to be issued with an exercise price at a deep discount to the market price, as on grant date.- The exact revenue target for vesting has not been disclosed. In the absence of information, it is difficult to ascertain if the revenue targets will be sufficiently stretching.- The proposal includes grant of stock options to employees of holding companies.

  15 for2 against
• To approve the termination of Syngene Employee Stock Option Plan 2011 (“the ESOP Plan”).

  17 for0 against