VIP Industries MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 10 Sep 2025, 13 fund houses

• To receive, consider, and adopt a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Report of Auditors thereon.MoreLess

  13 for0 against
• To appoint a Director in place of Mr. Dilip Piramal (DIN: 00032012), Non-Executive, Non-Independent Director- Chairman, who retires by rotation and being eligible, seeks re-appointment.

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

  • Angel One Mutual FundGovernance Concern: Chairman related to Executive Director. Remuneration is skewed in favour of director and Director is Nomination & Remuneration Committee member. Shareholders’ approval not obtained
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Chairman related to Executive Director.
  • Groww Mutual FundCompliant with law. Governance Concern: Chairman related to Executive Director. Remuneration is skewed in favour of director and Director is NRC member. Shareholders’ approval not obtained under Regulation 17(6)(ca) of SEBI LODR.

  9 for4 against
• Appointment of Secretarial Auditor

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundGovernance Concern: Failure to highlight previous non-compliance by the Company in the Secretarial Audit Report or Compliance Report for FY 2024-25.
  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Failure to highlight previous non-compliance by the Company in the Secretarial Audit Report or Compliance Report for FY 2024-25.

  10 for3 against
• Continuation of Mr. Dilip Piramal (DIN: 00032012) as Non-Executive, Non-Independent Director- Chairman of the Company

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

  • Angel One Mutual FundGovernance Concern: Chairman related to Executive Director. Remuneration is skewed in favour of director and Director is Nomination & Remuneration Committee member. Shareholders’ approval not obtained
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Chairman related to Executive Director.
  • Groww Mutual FundCompliant with law. Governance Concern: Chairman related to Executive Director. Remuneration is skewed in favour of director and Director is NRC member. Shareholders’ approval not obtained under Regulation 17(6)(ca) of SEBI LODR.

  9 for4 against
• Approval of waiver of recovery of excess managerial remuneration paid to Ms. Radhika Piramal, Executive Vice Chairperson for the Financial Year 2024-25

  13 for0 against
• Approval of waiver of recovery of excess managerial remuneration paid to Ms. Neetu Kashiramka, Managing Director for the Financial Year 2024-25

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because:• The overall remuneration after including the waiver amount, is competitively position relative to companies operating in similar line of business.• The remuneration of the nominees consists of ESARs however, the company has failed to provide objective metrics for the vesting of ESARs.

  12 for1 against
• Approval of waiver of recovery of excess managerial remuneration paid to Mr. Ashish Saha, Executive Director for the Financial Year 2024-25

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundGovernance Concern: Low attendance at Board meetings.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Inadequate justification for Low attendance as ED in Board meetings
  • Groww Mutual FundCompliant with law. Governance Concern: Low attendance at Board meetings.
  • ICICI Prudential Mutual FundConsidering the low attendance of Mr. Ashish Saha as ED in Board meeting, the AMC has voted against the resolution.

  8 for5 against
• Grant of Special Rights pursuant to SHA and Amendment and Restatement of the Articles of Association

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundGovernance Concern: Inadequate disclosures and justification for the special rights to justify why the purchaser may be entitled to nominate majority of the Board and promoter has been proposed to be granted right to recommend Independent Directors as well as own relatives, which are against the principles of good governance.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Inadequate disclosures and justification for the special rights to justify why the purchaser may be entitled to nominate majority of the Board and promoter has been proposed to be granted right to recommend Independent Directors as well as own relatives, which are against the principles of good governance.
  • HSBC Mutual FundA vote AGAINST the proposal is warranted due to lack of information.
  • ICICI Prudential Mutual FundSince (a)Independent directors should not be the Nominees of Promoters on the Board; and (b)the AoA makes reference to the shareholder agreement and the Purchaser SPA, both of which are not available in public domain, hence the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  6 for7 against

Mutual fund votes, meeting of 29 Oct 2024, 17 fund houses

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

• Appointment of Ms. Payal Kothari (DIN: 09148432) as Non-Executive, Independent Director of the Company, with effect from August 30, 2024 to August 29, 2029

  16 for0 against
• Continuation of Mr. Dilip Piramal (DIN: 00032012) as Non-Executive, Non-Independent Director- Chairman of the Company, on attaining the age of 75 years on November 2, 2024

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Chairman related to Executive Director. Director is NRC member and the remuneration is skewed in favour of director.
  • Baroda BNP Paribas Mutual FundDisproportionate commission for a Non-Executive Director position
  • ICICI Prudential Mutual FundMr. Dilip Piramal, 74, is the promoter and chairperson of VIP Industries Limited. He has been on the Board since 1979. In FY2024, he received a commission of 6.82cr. This amount together with his daughter and executive vice chairperson Radhika Piramal’s remuneration for the year makes the total promoters’ remuneration 18% of the company’s profit before taxes in FY2024. This is a disproportionately high level of promoter remuneration. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  10 for7 against

Mutual fund votes, meeting of 6 Aug 2024, 14 fund houses

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

• To receive, consider, and adopt (a) the Audited Financial Statements of the nCompany for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 together with the Report of Auditors thereon.MoreLess

  13 for0 against
• To appoint a Director in place of Ms. Radhika Piramal (DIN: 02105221), who nretires by rotation and being eligible, seeks re-appointment.

  13 for0 against
• To confirm the payment of an Interim Dividend of Rs. 2/- per equity share of the face value of Rs. 2/- each as the final dividend for the financial year ended March 31, 2024.

  13 for0 against
• Approval of waiver for recovery of excess managerial remuneration paid to Ms. Radhika Piramal, Executive Vice Chairperson for the Financial Year 2023-24

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

  • Edelweiss Mutual FundNot in interest of minority shareholders
  • Groww Mutual FundCompliant with law. Governance Concern: Inadequate justification waiver of remuneration paid in excess of legal limits.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  10 for3 against
• Approval of waiver for recovery of excess managerial remuneration paid to Ms. Neetu Kashiramka, Managing Director for the period May 8, 2023 to March 31, 2024.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNot in interest of minority shareholders

  12 for1 against
• Approval of waiver for recovery of excess managerial remuneration paid to Mr. nAnindya Dutta, Managing Director for the period April 1, 2023 to November 13, n2023.

  13 for0 against
• Approval of waiver for recovery of excess managerial remuneration paid to Mr. Ashish Saha, Executive Director for the period August 7, 2023 to March 31, 2024

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNot in interest of minority shareholders

  12 for1 against

Mutual fund votes, meeting of 5 May 2024, 17 fund houses

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

• Re-appointment of Mr. Tushar Jani (DIN 00192621) as an Independent Director of the Company, for a second term of 5 (five) consecutive years, from May 7, 2024 upto May 6, 2029

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Holding Chairmanship of both AC & NRC.
  • JM Financial Mutual FundCompliant with law. Governance Concern: Holding Chairmanship of both Audit Committee & Nomination and Remuneration Committee.
  • Kotak Mahindra Mutual FundNo concern is identified with respect to the profile, time commitment and independence of the Director. However, the Audit and NRC are pillars of the Company ensuring corporate democracy. Therefore, a common director acting Chairperson of both the Committees may not be in the best interest of corporate governance since it might lead to concentration of power in the hands of a single individual. Hence voting against.

  11 for5 against
• Re-appointment of Mr. Ramesh S. Damani (DIN 00304347) as an Independent Director of the Company, for a second term of 5 (five) consecutive years, from May 7, 2024 upto May 6, 2029

  17 for0 against
• Re-appointment of Ms. Radhika Piramal (DIN 02105221) as Executive Vice Chairperson of the Company, for a period of 5 (Five) years, w.e.f April 7, 2024 to April 6, 2029

  ›Against Bandhan Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: Board is provided absolute discretion, No absolute cap on overall remuneration.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because Radhika Piramal is an executive director on the audit committee.
  • ICICI Prudential Mutual FundMs. Radhika Piramal is the promoter and has been Executive Vice Chairperson of the company since 7 April 2017. There are no concerns regarding her profile and time commitment. However, as per her reappointment terms, she is entitled to receive commission of upto 3% of net profits, as decided by the Board of Directors. The company has not disclosed or put an absolute cap on the variable pay or total remuneration. The company must cap her remuneration in absolute terms. Additionally, the variable component should be linked to the performance of the individual and as well as the performance of the Company, instead of being left to the discretion of the Board of Directors. Further, her father Dilip G Piramal is also a member of the Nomination and Remuneration Committee, which could create an inherent conflict of interest. While the AMC support her reappointment, but do not support her proposed remuneration, hence have voted against the resolution.
  • Kotak Mahindra Mutual FundMs. Radhika Piramal, 45, is the promoter and has been Executive Vice Chairperson of the company since 7 April 2017. She received Rs. 13.9 mn in FY23 as fixed remuneration. Based on H1FY24 related party transactions filing, we believe she has received FY23 commission pay out of Rs. 54.8 mn. Therefore, her total FY23 remuneration is Rs. 68.7 mn. Based on her existing terms and annualized 9MFY24 pre-tax profits, we estimate her FY24 remuneration at Rs.36.3 mn. Based on her reappointment terms, we estimate her FY25 remuneration at Rs. 76.0 mn, which is not commensurate with the size and profitability of the company. She is entitled to receive commission up to 3% of net profits, which is uncapped in absolute terms. Therefore, as profitability increases, remuneration could be much higher over her tenure. The company must cap her remuneration in absolute terms and disclose the performance metrics for the variable component. Hence voting against.
  • Mahindra Manulife Mutual Fundhe received Rs. 13.9 mn in FY23 as fixed remuneration. Based on H1FY24 related party transactions filing, we believe she has received FY23 commission payout of Rs. 54.8 mn. Therefore, her total FY23 remuneration is Rs. 68.7 mn. Based on her existing terms and annualized 9MFY24 pre-tax profits, we estimate her FY24 remuneration at Rs.36.3 mn. Based on her reappointment terms, we estimate her FY25 remuneration at Rs. 76.0 mn, which is not commensurate with the size and profitability of the company. She is entitled to receive commission upto 3% of net profits, which is uncapped in absolute terms. Therefore, as profitability increases, remuneration could be much higher over her tenure. The company must cap her remuneration in absolute terms and disclose the performance metrics for the variable component. Further, her father Dilip G Piramal is also a member of the Nomination and Remuneration Committee, which could create an inherent conflict of interest. While we support her reappointment, we do not support her proposed remuneration.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on variable pay
  • SBI Mutual FundMs. Radhika Piramal, 45, is the promoter and has been Executive Vice Chairperson of the company since 7 April 2017. We observe that there are 9 Board of Directors (BODs), out of which 5 are classified as independent directors and out of which 1 ID, Dr. Suresh Surana is the founder of Suresh Surana & Associates, who have been the internal auditors of the company since FY12 till FY22. Given the conflict of interest, we have classified him as nonexecutive non-independent. Hence, the effective independence is assessed at 44% at the SBIMF Internal framework. We wish to clarify that we do not have any doubt about the competency of the director. Our only concern is <50% independence on the board. Since the board is less than 50% independent in spirit, we do not support the resolution.

  5 for11 against

Mutual fund votes, meeting of 24 Sep 2023, 13 fund houses

• Appointment of Dr. Suresh Surana (DIN: 00009757) as Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f. 7th August 2023 to 6th August, 2028.

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, SBI Mutual Fund

  • Edelweiss Mutual FundDirectorship in too many companies
  • HDFC Mutual FundGiven his firm has been the internal auditors of the company, we do not consider him independent
  • ICICI Prudential Mutual FundDr. Suresh Surana, 60, is founder of RSM Consultancy Private Limited and Suresh Surana & Associates LLP, a chartered accountancy and tax consultancy firm. He is a practicing chartered account. RSM Astute Consultancy Private Limited and/or Suresh Surana & Associates have been the internal auditors of the company since FY2012. Given the conflict of interest, the AMC doesnot support his appointment as independent director.
  • Invesco Mutual FundDr. Suresh Surana, 60, is founder of RSM Consultancy Private Limited and Suresh Surana & Associates LLP, a chartered accountancy and tax consultancy firm. He is a practicing chartered account. We note that RSM Astute Consultancy Private Limited and/or Suresh Surana & Associates have been the internal auditors of the company since FY12. Given the conflict of interest, we do not support his appointment as independent director. We believe the company must appoint him in a non-independent non-executive capacity
  • Mahindra Manulife Mutual FundDr. Suresh Surana, 60, is founder of RSM Consultancy Private Limited and Suresh Surana & Associates LLP, a chartered accountancy and tax consultancy firm. He is a practicing chartered account. We note that RSM Astute Consultancy Private Limited and/or Suresh Surana & Associates have been the internal auditors of the company since FY12. Given the conflict of interest, we do not support his appointment as independent director. We believe the company must appoint him in a non-independent non-executive capacity.
  • SBI Mutual FundDr. Suresh Surana, 60, is founder of RSM Consultancy Private Limited and Suresh Surana & Associates LLP, a chartered accountancy and tax consultancy firm. He is a practicing chartered account. We note that RSM Astute Consultancy Private Limited and/or Suresh Surana & Associates have been the internal auditors of the company since FY12. Given the conflict of interest, we do not support his appointment as independent director. We believe the company must appoint him in a non-independent non-executive capacity. This is why we do not support the resolution.

  7 for6 against
• Appointment of Mr. Ashish Saha (DIN: 05173103) as Director of the Company.

  13 for0 against
• Appointment of Mr. Ashish Saha (DIN: 05173103) as Executive Director of the Company for a period of 5 (five) years w.e.f. August 7, 2023 to August 6, 2028

  13 for0 against
• Appointment of Ms. Neetu Kashiramka (DIN: 01741624) as Managing Director & Chief Financial Officer of the Company for a period of 3 (three) years w.e.f. November 14, 2023 to November 13, 2026.

  13 for0 against

Mutual fund votes, meeting of 2 Aug 2023, 15 fund houses

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

• To consider and adopt (a) the Audited Financial Statements of the Company for the financial year ended 31st March, 2023 together with the Reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2023 together with the Report of Auditors thereon.MoreLess

  15 for0 against
• To appoint a Director in place of Mr. Anindya Dutta (DIN: 08256456) who retires by rotation and being eligible, seeks re-appointment.n

  15 for0 against
• To confirm the interim dividend of Rs. 4.50/- per equity share of face value of Rs. 2/- each, already paid, as the final dividend for the financial year ended March 31, 2023.

  15 for0 against
• To Appoint Ms. Neetu Kashiramka (DIN: 01741624) as Director of the Company

  13 for0 against
• To Appoint Ms. Neetu Kashiramka (DIN: 01741624) as Executive Director & Chief FinancialnOfficer of the Company for a period of 5 (Five) years w.e.f. May 8, 2023 to May 7, 2028n

  13 for0 against
• To modify the VIP Employees Stock Appreciation Rights Plan 2018” (“ESARP 2018”/ “Plan”)

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual FundAt the 2018 AGM, shareholders approved the VIP Employees Stock Appreciation Rights Plan 2018 (VIP ESAR 2018), which also covers employees of its subsidiaries. According to the company - due to an increase in the price of the company’s equity shares, the present limit of 706,587 equity shares would not be sufficient for allotment against exercise of ESARs in the future. Accordingly, the company proposes to increase the present limit of 706,587 equity shares to 1,706,587 equity shares of face value Rs. 2.0 each. As per the original plan, the ESARs could be granted at a discount of 40% to the market price on the date of grant. While we recognize the company wishes to increase the maximum limit to attract and retain employees, we do not favour ESAR schemes where the exercise price is at a significant discount to market price. ESARs are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of an ESAR scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected by issuing ESARs at a significant discount.
  • Edelweiss Mutual Fundadequate details missing
  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted because: • The scheme permits ESARs to be issued with an exercise price at a discount to the current market price. • The exact performance conditions and targets for vesting have not been disclosed.
  • HDFC Mutual FundESARs are being granted at a significant discount to market price
  • Invesco Mutual FundAt the 2018 AGM, shareholders approved the VIP Employees Stock Appreciation Rights Plan 2018 (VIP ESAR 2018), which also covers employees of its subsidiaries. According to the company - due to an increase in the price of the company’s equity shares, the present limit of 706,587 equity shares would not be sufficient for allotment against exercise of ESARs in the future. Accordingly, the company proposes to increase the present limit of 706,587 equity shares to 1,706,587 equity shares of face value Rs. 2.0 each.As per the original plan, the ESARs could be granted at a discount of 40% to the market price on the date of grant. While we recognize the company wishes to increase the maximum limit to attract and retain employees, we do not favour ESAR schemes where the exercise price is at a significant discount to market price. ESARs are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of an ESAR scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected by issuing ESARs at a significant discount
  • Nippon India Mutual FundESAR could be granted at a significant discount

  8 for7 against
• Payment of Commission to Non-Executive Director(s) of the Company not exceeding 5%nof profits of the Companyn

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, SBI Mutual FundThe company is now seeking approval to pay Non-Executive Directors upto 5% of net profits in any year. If approved, the current resolution would supersede the March 2019 Postal Ballot approval. Dilip G Piramal is the only non-executive director to receive commission from the company in FY22 and FY23. His proposed FY23 remuneration of Rs. 68.2 mn is ~3.5% of standalone profits, which is high. Further, based on the previous payouts, we expect a bulk of the commission to be paid to him. Given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review and vote on such payments. Further, we also do not support the resolution as we believe the threshold of 5% of profits is significantly high.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundGovernance concern: Approval sought for perpetuity, Not placed absolute cap, Criteria for payment of commission is not Disclosed
  • Edelweiss Mutual Fundadequate details missing
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The approval will be valid till perpetuity and shareholders will not get to review the payments in the future. • The approval being sought is on the higher side of the limit, as compared to the market standards.
  • HDFC Mutual FundThe proposed commission approval sought is high
  • ICICI Prudential Mutual FundThe company seeks approval for payment of commission to Non-Executive Directors up to 5% of net profits in any year. If approved, the current resolution would supersede the March 2019 Postal Ballot approval which had sought approval for payment of commission to NEDs shall not exceed 3% of the net profits of the Company. Mr. Dilip G Piramal is the only non-executive director to receive commission from the company in FY2022 and FY2023. His proposed FY2023 remuneration of Rs. 68.2 mn is ~3.5% of standalone profits, which is high. Given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. Further, the AMC believes the threshold of 5% of profits is significantly high. Hence, the AMC has voted gainst the resolution.
  • Invesco Mutual FundThe company is now seeking approval to pay Non-Executive Directors upto 5% of net profits in any year. If approved, the current resolution would supersede the March 2019 Postal Ballot approval. Dilip G Piramal is the only non-executive director to receive commission from the company in FY22 and FY23. His proposed FY23 remuneration of Rs. 68.2 mn is ~3.5% of standalone profits, which is high. Further, based on the previous payouts, we expect a bulk of the commission to be paid to him. Given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review and vote on such payments. Further, we also do not support the resolution as we believe the threshold of 5% of profits is significantly high
  • Kotak Mahindra Mutual FundThe company is now seeking approval to pay Non-Executive Directors up to 5% of net profits in any year. If approved, the current resolution would supersede the March 2019 Postal Ballot approval. Given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review and vote on such payments.
  • Mahindra Manulife Mutual FundApproval in perpetuity effectively rewards the promoter and only NED on the board.
  • Nippon India Mutual FundPerpetual approval, hence not approved

  2 for13 against
• Payment of Commission to Mr. Dilip G. Piramal as Chairman (Non-Executive, Non-Independent)of the Company for Financial Year 2022-23n

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, SBI Mutual FundDilip G. Piramal’s FY23 commission at Rs. 68.2 is ~3.5% of standalone profits, which is significantly high. He is the only non-executive director to receive commission from the company. While we note that as founder and promoter, he is responsible for the overall performance of the company and the group, the proposed commission is very high for a non-executive role in the company. The proposed commission payout is almost 1.4x of that paid to the MD, Anindya Dutta. We believe this may have material implications for the chain of command within and outside the organization. As a good practice, companies must cap remuneration in absolute terms. We also raise concern that he is a member of the Nomination and Remuneration Committee, which inherently is a conflict of interest. We raise concern that managerial (promoter family + professional ED) remuneration is high at 6.8% of the consolidated PBT for FY23.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Commission payable to Mr. Dilip G. Piramal is excessive compared to the commission paid to other NEDs on the Board.
  • Edelweiss Mutual Fundadequate details missing/ remuneration not justified.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • There is insufficient justification for Dilip G. Piramal's pay level, which is higher than that of the company's executive director. • The articulated role of the nominee is generic in nature and reflects the expected duty of any non_x0002_executive chairperson. The company has not provided any compelling rationale to justify the proposed payout. • There are material conflicts of interest inherent in Dilip G. Piramal's pay arrangements.
  • ICICI Prudential Mutual FundMr.Dilip G. Piramal’s FY2023 commission at Rs. 68.2 is ~3.5% of standalone profits, which is significantly high. He is the only non-executive director to receive such commission from the company. While he is founder and promoter, he is responsible for the overall performance of the company and the group, the proposed commission is very high for a non-executive role in the company. Hence, the AMC has voted gainst the resolution.
  • Invesco Mutual FundDilip G. Piramal’s FY23 commission at Rs. 68.2 is ~3.5% of standalone profits, which is significantly high. He is the only non-executive director to receive commission from the company. The proposed commission payout is almost 1.4x of that paid to the MD, Anindya Dutta. The managerial (promoter family + professional ED) remuneration is high at 6.8% of the consolidated PBT for FY23
  • Mahindra Manulife Mutual FundExcessive remuneration. Promoter sits on NRC and plays a role in deciding remuneration terms.
  • Nippon India Mutual FundCommission is high

  4 for11 against