Varun Beverages MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 3 Apr 2025, 35 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 together with the report of Board of Directors and Auditors’ thereon and the Audited Consolidated Financial Statements of the Company together with Auditors’ Report thereon for the Financial Year ended December 31, 2024MoreLess

  34 for0 against
• To declare final dividend of Rs. 0.50 per equity share of face value of Rs. 2/- each for the Financial Year ended December 31, 2024

  34 for0 against
• To appoint Mr. Varun Jaipuria (DIN: 02465412), who retires by rotation and being eligible, offers himself for re-appointment as a Director

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Skewed remuneration in favor of promoter directors.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Skewed remuneration in favor of promoter directors.
  • PPFAS Mutual FundSkewed remuneration in favor of promoter directors.

  28 for7 against
• To appoint Mr. Rajinder Jeet Singh Bagga (DIN: 08440479), who retires by rotation and being eligible, offers himself for re-appointment as a Director

  35 for0 against
• To appoint M/s. Sanjay Grover & Associates, Firm of Company Secretaries in Practice as Secretarial Auditors for a term of upto 5(Five) consecutive years and fix their remuneration

  35 for0 against

Mutual fund votes, meeting of 8 Nov 2024, 31 fund houses

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

• To approve raising of funds by way of issuance of EquitynShares through Qualified Institutions Placement (QIP)

  30 for0 against

Mutual fund votes, meeting of 30 Aug 2024, 29 fund houses

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

• To approve sub-division/split of equity shares of the Company

  28 for0 against
• To approve alteration of Capital Clause of the Memorandum of Association of the Company

  28 for0 against

Mutual fund votes, meeting of 3 Apr 2024, 26 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 together with the report of Board of Directors and Auditors’ thereon and the Audited Consolidated Financial Statements of the Company together with Auditors’ Report thereon for the Financial Year ended December 31, 2023.MoreLess

  25 for0 against
• To declare final dividend of Rs. 1.25/- per equity share of face value of Rs. 5/- each for the Financial Year ended December 31, 2023.

  25 for0 against
• To appoint Mr. Raj Gandhi (DIN: 00003649), who retires by rotation and being eligible, offers himself for re-appointment as a Director.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because the board independence norms are not met as per our reclassification and Raj Gandhi and Naresh Trehan are non-independent director nominees.

  24 for1 against
• To re-appoint Mr. Varun Jaipuria (DIN: 02465412) as a Whole-time Director of the Company.

  ›Against Groww Mutual Fund, HSBC Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual FundRe-appointment compliant with law. Governance Concern: No absolute cap on variable pay or total remuneration. Minimal gap between remuneration despite significant difference in experience and inadequate explanation regarding the basis of payment of remuneration.
  • HSBC Mutual FundA vote AGAINST the following resolutions is warranted because: • The board independence norms are not met, and Varun Jaipuria is a non-independent director nominee. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the performance linked pay. • The company has not provided an absolute monetary cap on the bonus/performance linked pay element, thus leaving the overall pay structure open-ended. • The resolution entails giving discretion to the board to increase his remuneration. Increases in fixed pay should be accompanied with adequate rationale justifying the increase.
  • Kotak Mahindra Mutual FundNo concern has been identified with the profile and time commitment of the director. However, the company has not disclosed or put an absolute cap on the variable pay or the total remuneration proposed for Mr. Varun Jaipuria. For the revision in the terms of remuneration, such statements should be supported with explanation regarding the nature of alterations that can be made pursuant to such discretionary powers as any material change cannot be undertaken without shareholders approval. Hence voting against.
  • Motilal Oswal Mutual Fund"Re-appointment compliant with law. Governance Concern: No absolute cap on variable pay or total remuneration. Minimal gap between remuneration despite significant difference in experience and inadequate explanation regarding the basis of payment of remuneration."
  • Zerodha Mutual FundNo absolute cap on Variable Pay or total remuneration. Inadequate explanation regarding basis of arriving at remuneration.

  18 for7 against
• To re-appoint Mr. Rajinder Jeet Singh Bagga (DIN: 08440479) as a Whole-time Director of the Company.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following resolutions is warranted because: • The board independence norms are not met, and Rajinder Jeet Singh Bagga and Raj Gandhi are non-independent director nominees. • The executives are eligible for the grant of stock options, however, there is no disclosure regarding the quantum of stock compensation, the performance parameters, weights assigned to each parameter or targets which will be used to evaluate the rewards under this component. • There are no disclosures on the threshold and target performance that they need to achieve to determine the performance linked pay. • The company has not provided an absolute monetary cap on the bonus element, thus leaving the overall pay structure open-ended. • The resolution entails giving discretion to the board to increase their remuneration. Increases in fixed pay should be accompanied with adequate rationale justifying the increase.

  24 for1 against
• To re-appoint Mr. Raj Gandhi (DIN: 00003649) as a Whole-time Director of the Company.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following resolutions is warranted because: • The board independence norms are not met, and Rajinder Jeet Singh Bagga and Raj Gandhi are non-independent director nominees. • The executives are eligible for the grant of stock options, however, there is no disclosure regarding the quantum of stock compensation, the performance parameters, weights assigned to each parameter or targets which will be used to evaluate the rewards under this component. • There are no disclosures on the threshold and target performance that they need to achieve to determine the performance linked pay. • The company has not provided an absolute monetary cap on the bonus element, thus leaving the overall pay structure open-ended. • The resolution entails giving discretion to the board to increase their remuneration. Increases in fixed pay should be accompanied with adequate rationale justifying the increase.

  24 for1 against
• To appoint Dr. Naresh Trehan (DIN: 00012148) as a Non-executive Non-Independent Director of the Company.

  ›Against Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundAppointment compliant with Law. Governance Concern: Ex-Independent Director continuing as Non-Independent Non-Executive Director without serving a cooling-off period or providing a compelling reason.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because the board independence norms are not met as per our reclassification and Raj Gandhi and Naresh Trehan are non-independent director nominees.
  • Kotak Mahindra Mutual FundNo concern has been identified with the profile and time commitment of the director. However, according to the Regulation 25(11) of the SEBI LODR, the law mandates a cooling off period of 1 year to be served in case Independent Director tender his resignation and is appointed as Executive / Wholetime Director. This is not followed in case of Dr Naresh Trehan which raises a governance concern. Hence voting against.
  • Zerodha Mutual FundCooling off period of 1 year has not been served by the concerned person before his transition as NED from ID. Appointment as NED will raise question over his independence in the previous term as ID.

  17 for8 against

Mutual fund votes, meeting of 2 Jun 2023, 21 fund houses

• To approve sub-division/split of equity shares of the Company

  21 for0 against
• To approve alteration of Capital Clause of the Memorandum of Association of the Company

  21 for0 against
• To approve appointment of Mr. Abhiram Seth (DIN:00176144) as an Independent Director of the Company

  21 for0 against
• To approve appointment of Mr. Anil Kumar Sondhi (DIN:00696535) as an Independent Director of the Company

  21 for0 against

Mutual fund votes, meeting of 27 Mar 2023, 18 fund houses

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company together with the report of Board of Directors and Auditors’ thereon and the Audited Consolidated Financial Statements of the Company together with Auditors’ Report thereon for the Financial Year ended December 31, 2022.MoreLess

  18 for0 against
• To declare final dividend of Re. 1/- per equity share of face value of Rs. 10/- each for the Financial Year ended December 31, 2022.

  18 for0 against
• To appoint Mr. Ravi Jaipuria (DIN: 00003668), who retires by rotation and being eligible, offers himself for re-appointment as a Director

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the Nomination and Remuneration committees.
  • JM Financial Mutual Fund, LIC Mutual FundCompliant with law. Governance Concern: NED Chairman related to Executive Director.

  15 for3 against
• To appoint M/s. J C Bhalla & Co., Chartered Accountants, as Joint Statutory Auditors for a term of upto 5 (Five) consecutive years and fix their remuneration

  18 for0 against
• To approve re-appointment of Ms. Sita Khosla (DIN: 01001803) as an Independent Director of the Company for a second term.

  ›Against JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual FundRe-appointment is non-compliant with law, no prior shareholders’ approval obtained for re-appointment.
  • Kotak Mahindra Mutual FundSita Khosla, 60 has over three decades of experience in corporate, contract and commercial laws. She was appointed Independent Director of the company on 17th April 2018 and her term already ended on 15th February, 2023, therefore, she has ceased to be director of the Company. According to re-appointment of IDs on the Board under Section 149(10) of the Companies Act 2013 the resolution should be passed before her last day as an Independent Director, hence the re-appointment is not in accordance to the law.
  • LIC Mutual FundRe-appointment non-compliant with law, no prior shareholders’ approval obtained for re-appointment
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  14 for4 against
• To approve re-appointment of Dr. Ravi Gupta (DIN: 00023487) as an Independent Director of the Company for a second term.

  ›Against JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual FundRe-appointment is non-compliant with law, no prior shareholders’ approval obtained for re-appointment.
  • Kotak Mahindra Mutual FundDr. Ravi Gupta, 68 has over three decades of experience in Taxation, Law and Allied Matters. He was appointed Independent Director of the company on 17th April 2018 and his term already ended on 18th March, 2023, therefore, he has ceased to be director of the Company. According to re-appointment of IDs on the Board under Section 149(10) of the Companies Act 2013 the resolution should be passed before his last day as an Independent Director, hence the re-appointment is not in accordance to the law.
  • LIC Mutual FundRe-appointment non-compliant with law, no prior shareholders’ approval obtained for re-appointment.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  14 for4 against
• To approve re-appointment of Ms. Rashmi Dhariwal (DIN: 00337814) as an Independent Director of the Company for a second term.

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the Nomination and Remuneration committees.We have concerns about the lack of independence of the Nomination and Remuneration committees Chair.
  • JM Financial Mutual FundRe-appointment is non-compliant with law, no prior shareholders’ approval obtained for re-appointment.
  • Kotak Mahindra Mutual FundMs. Rashmi Dhariwal, 66 has over three decades of experience in legal and corporate laws. She was appointed Independent Director of the company on 17th April 2018 and her term already ended on 18th March, 2023, therefore, she has ceased to be director of the Company. According to re-appointment of IDs on the Board under Section 149(10) of the Companies Act 2013 the resolution should be passed before her last day as an Independent Director, hence the re-appointment is not in accordance to the law.
  • LIC Mutual FundRe-appointment non-compliant with law, no prior shareholders’ approval obtained for re-appointment.
  • Mirae Asset Mutual FundIn line with our internal voting policy (passive holding)
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • NJ Mutual FundNo prior shareholders’ approval for re-appointment

  11 for7 against