Varroc Engineering MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 21 Aug 2025, 12 fund houses

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

• 1 - 1 a) TO RECEIVE, CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025, AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREONMoreLess

  12 for0 against
• 2 - 1 b) TO RECEIVE, CONSIDER AND ADOPT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025, AND THE REPORT OF THE AUDITORS THEREON

  ›Against HSBC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • HSBC Mutual FundThere are concerns about the accounts presented or audit procedures used.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundQualified opinion regarding financial statements

  9 for3 against
• 3 - DECLARATION OF FINAL DIVIDEND FOR THE FINANCIAL YEAR 2024-25

  11 for0 against
• 4 - APPOINTMENT OF MR. TARANG JAIN (DIN:00027505) AS A DIRECTOR , LIABLE TO RETIRE BY ROTATION

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund

  • Angel One Mutual FundGovernance Concern: Holding Combined position of Chairman and Managing Director, which may lead to concentration of powers in the hands of single person.
  • Bandhan Mutual Fund, Groww Mutual FundCompliant with law. No concern on merit of appointee. Governance Concern: Holding Combined position of Chairman and Managing Director, which may lead to concentration of powers in the hands of single person.

  7 for3 against
• 5 - APPOINTMENT OF MR. DHRUV JAIN (DIN: 09710448), AS A DIRECTOR , LIABLE TO RETIRE BY ROTATION

  ›Against Mirae Asset Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  10 for1 against
• 6 - APPOINTMENT OF MR. AKSHAYKUMAR CHUDASAMA (DIN 00010630) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

  ›Against Mirae Asset Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  11 for1 against
• 7 - APPOINTMENT OF MR. PADMANABH SINHA (DIN-00101379) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

  12 for0 against
• APPOINTMENT OF M/S UMA LODHA & CO., PEER REVIEWED FIRM AS SECRETARIAL AUDITOR OF THE COMPANY AND FIXATION OF REMUNERATION

  12 for0 against
• 9 - RATIFICATION OF REMUNERATION OF COST AUDITOR OF THE COMPANY

  12 for0 against
• 10 - ISSUE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS

  12 for0 against
• RE-CLASSIFICATION OF AUTHORISED SHARE CAPITAL AND CONSEQUENT AMENDMENT TO THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

  11 for0 against
• AMENDMENT IN MAIN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

  12 for0 against
• 13 - APPROVAL FOR TRANSACTIONS UNDER SECTION 185 AND 186 OF THE COMPANIES ACT, 2013

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Omnibus approval and Inadequate disclosures with regards to specific plan for utilization of said limit, the recipient of the proposed loans/ investments, etc.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Omnibus approval and Inadequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments, etc.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance & Transparency Concern: Omnibus approval and Inadequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments, etc.

  6 for6 against
• 14 - RE-APPOINTMENT OF MR. TARANG JAIN (DIN: 00027505), AS CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY AND PAYMENT OF REMUNERATION

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Holding Combined position of Chairman and Managing Director, which may lead to concentration of powers in the hands of single person.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of appointee. Governance Concern: Holding Combined position of Chairman and Managing Director, which may lead to concentration of powers in the hands of single person.
  • HSBC Mutual FundIf this proposal is approved, executive will be paid remuneration even in the event of loss or inadequate profits of the company The proposed remuneration structure provides for discretion to the board to decide his overall pay. There are no disclosures on the threshold and target performance that he needs to achieve to determine the rewards under the variable element. The executive's overall historical pay is not in line with the performance of the company. The estimated pay is aggressively positioned compared to the size and scale of the company's operations.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  5 for7 against
• 15 - RE-APPOINTMENT OF MR. ARJUN JAIN (DIN:07228175) AS WHOLE TIME DIRECTOR OF THE COMPANY AND PAYMENT OF REMUNERATION

  ›Against Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund

  • Mahindra Manulife Mutual FundArjun Jain, 35, is part of the promoter family and is the Whole-time Director of Varroc Engineering Limited, where he heads the Business Division I. Post the amalgamation of Varroc Polymers Limited into the company, Arjun Jain’s pay is being revised to consolidate his earlier pay from VPL into that of Varroc Engineering Limited.Arjun Jain’s FY25 pay aggregated Rs. 27.5 mn. We are unable to estimate his proposed remuneration, since there is no guidance on variable pay and long-term incentives, which form an integral part of the proposed remuneration structure. As per the proposed terms, his total pay is capped at Rs. 80.0 mn per annum over the three-year term, excluding perquisite that are reimbursable at actuals. The proposed cap on remuneration is higher than the industry peers and is not commensurate with the size and complexities of the business. Further, his pay structure includes the reimbursement of medical expenses for self and family members - we believe such expenses are personal in nature and must be borne by the director themselves. The company must cap the quantum of such expenses in absolute terms and disclose if such reimbursements are offered to all other employees of the company. While we support his reappointment as Whole-time Director, we are unable to support the proposed remuneration. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  9 for2 against

Mutual fund votes, meeting of 26 Apr 2025, 17 fund houses

• 1 - APPOINTMENT OF MRS. LISELOTT KILAAS (DIN - 10953529) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

  17 for0 against

Mutual fund votes, meeting of 18 Dec 2024, 15 fund houses

• APPOINTMENT OF MR. VIDYADHAR MADHUKAR LIMAYE (DIN - 06720053) AS A DIRECTOR / WHOLE TIME DIRECTOR OF THE COMPANY

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (after reclassification) and Vidyadhar Madhukar Limaye is a non-independent director nominee.

  14 for1 against

Mutual fund votes, meeting of 12 Sep 2024, 14 fund houses

• 1.(a) Adoption of 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

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

  • Axis Mutual FundWe have relied upon the auditors’ report, which has a qualified opinion on internal financial controls. The auditor has identified the following material weakness: the company has not received the Service Organization Controls report in respect of payroll processing which is managed by a third-party service organization. Hence, the auditor is unable to obtain sufficient appropriate audit evidence whether there were adequate internal financial controls with respect to payroll processing at the service organization and whether such internal financial controls at the service organization were operating effectively. The auditor also notes that the changes to the database by a super user specifically does not carry the feature of a concurrent real time audit trail. The auditor is unable to comment on whether the audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the payroll processing software or whether there were any instances of the audit trail feature being tampered with.
  • Edelweiss Mutual FundQualified Financial Statements for Consolidated accounts. Material Weaknesses in Internal Financial Controls. Non-Compliant with Companies Act, 2013 and SEBI LODR Regulations: Non-disclosure of financial statements of few Subsidiaries on website.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  11 for3 against
• 1(b) tAdoption of Audited Consolidated Financial Statements of the Company for the tFinancial Year ended March 31, 2024, and Report of the Auditors thereon

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

  • Axis Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on the consolidated financial statements. The financial statements of Varroc TYC Corporation BVI (China JV), a joint venture, are unaudited. The auditor is unable to determine the possible impact of Group's share of profit/ loss from China JV on the consolidated profit/loss before tax, profit/loss after tax, total comprehensive income and earnings per share for the year ended 31 March 2024 and Group’s share of net assets of China JV on the investment in China JV as at 31 March 2024. Further, the auditors’ report has issued a qualified opinion on internal financial controls. The auditor has identified the following material weakness: the holding company has not received the Service Organization Controls report in respect of payroll processing which is managed by a third-party service organization. Hence, the auditor is unable to obtain sufficient appropriate audit evidence whether there were adequate internal financial controls with respect to payroll processing at the service organization and whether such internal financial controls at the service organization were operating effectively. The auditor also notes that the changes to the database by a super user specifically does not carry the feature of a concurrent real time audit trail. The auditor is unable to comment on whether the audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the payroll processing software or whether there were any instances of the audit trail feature being tampered with.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundQualified Financial Statements for Consolidated accounts. Material Weaknesses in Internal Financial Controls. Non-Compliant with Companies Act, 2013 and SEBI LODR Regulations: Non-disclosure of financial statements of few Subsidiaries on website.
  • HSBC Mutual FundThere are concerns about the accounts presented or audit procedures used.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundQualified Financial Statements for Consolidated accounts. Material Weaknesses in Internal Financial Controls.

  5 for7 against
• 2. Appointment of Mr. Arjun Jain (DIN:07228175), as a Director, who retires by rotation and being eligible, offers himself for re-appointment

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  13 for1 against
• 3. Appointment of Mr. Dhruv Jain (DIN: 09710448), as a Director, who retires by rotation and being eligible, offers himself for re-appointment

  ›Against HSBC Mutual Fund, Mirae Asset Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  12 for2 against
• 4. APPROVAL FOR RATIFICATION OF REMUNERATION OF COST AUDITOR OF THE COMPANY

  14 for0 against
• 5. APPROVAL FOR ISSUE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS

  ›Against Axis Mutual Fund

  • Axis Mutual FundVarroc Engineering’s debt programs are rated IND AA-/Stable/IND A1+, which denotes a high degree of safety regarding timely servicing of financial obligations. The proposed NCDs of upto Rs. 5.0 bn will be within the overall borrowing limits approved by the shareholders.

  13 for1 against

Mutual fund votes, meeting of 13 Sep 2023, 7 fund houses

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

• 1 (a) - Adoption of 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

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundQualified opinion given by the auditors.

  5 for1 against
• 1 (b) - Adoption of Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023, and the report of the Auditors thereon

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundQualified opinion given by the auditors.
  • Nippon India Mutual FundQualified opinion on financial statements

  4 for2 against
• 2-Appointment of Mr. Tarang Jain as a Director who retires by rotation

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundComplaint with law. Governance concern: holds combined position of Chairman and Managing Director. Concentration of power in the hands of a single person.

  6 for1 against
• RE-APPOINTMENT OF THE STATUTORY AUDITORS

  7 for0 against
• RATIFICATION OF REMUNERATION OF COST AUDITOR OF THE COMPANY

  7 for0 against
• ISSUE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS

  7 for0 against
• APPOINTMENT OF MR. TARUN TYAGI AS WHOLE TIME DIRECTOR OF THE COMPANY

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (after our reclassification) and Tarun Tyagi is a non-independent director nominee.

  6 for1 against
• TO CONSIDER AND APPROVE THE AMENDMENT IN ARTICLES OF ASSOCIATION OF THE COMPANY

  7 for0 against

Mutual fund votes, meeting of 29 Sep 2022, 5 fund houses

• 1 (a) - Adoption of Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2022, and the reports of the Board of Directors and Auditors thereon

  5 for0 against
• 1 (b) - Adoption of Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022, and the report of the Auditors thereon

  5 for0 against
• 2-Appointment of Mr. Rohit Prakash as a Director who retires by rotation

  5 for0 against
• 3-Approval for payment of remuneration to Mr. Rohit Prakash, Whole Time Director of the Company

  5 for0 against
• 4-Approval for Re-appointment and Remuneration of Mr. Tarang Jain as Chairman and Managing Director of the Company

  5 for0 against
• 5-Approval for Re-appointment and Remuneration of Mr. Arjun Jain as Whole Time Director of the Company

  5 for0 against
• 6-Approval for Re-appointment of Mr. Vinish Kathuria as Independent Director of the Company

  5 for0 against
• 7-Payment of commission to Non-Executive Directors (including Independent Directors but excluding Nominee Directors) of the Company

  5 for0 against
• 8-Ratification of remuneration of Cost Auditor of the Company

  5 for0 against
• 9-Issue of Non-Convertible Debentures on Private Placement Basis

  5 for0 against
• 10-Appointment of Mr. Dhruv Jain as Non-Executive Director of the Company

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundWe believe that he does not have the requisite experience to be inducted in the board.

  4 for1 against