Vardhman Textiles MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 11 Mar 2026, 16 fund houses

• TO ALTER THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.

  16 for0 against

Mutual fund votes, meeting of 24 Sep 2025, 17 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 reports of Board of Directors and Auditors thereon.MoreLess

  15 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 report of Auditors thereon.

  10 for0 against
• To declare Dividend

  17 for0 against
• To re-appoint Mrs. Suchita Jain as a director liable to retire by rotation.

  17 for0 against
• To re-appoint Mr. Neeraj Jain as a director liable to retire by rotation.

  ›Against Mirae Asset Mutual Fund

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

  16 for1 against
• To re-appoint Ms. Sagrika Jain as an Executive Director of the Company.

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

  • Angel One Mutual FundLow Attendance at Audit Committee Meetings.
  • Axis Mutual Fund, Jio BlackRock Mutual FundMs. Sagrika Jain, 30, was appointed as Executive Director, Vardhman Textiles Ltd, in August 2022. She is the daughter of Ms. Suchita Jain, Vice Chairperson and Joint Managing Director. She joined Vardhman Textiles Ltd in 2018 and has around seven years of experience in the textiles industry. She holds a B.Sc. from University of Bristol, UK and an MBA from London Business School. We estimate her proposed remuneration at Rs 20.1 mn which is not commensurate with her experience. While her reappointment is in line with the statutory requirements, it does not meet the thresholds of our guidelines since her post qualification experience is less than 10 years. Ms. Sagrika Jain is a member of the Audit Committee (AC). We expect the AC to comprise of non-conflicted/non-tenured independent directors. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Low attendance at Audit Committee Meetings in last FY.
  • Nippon India Mutual FundGovernance Concern: Low attendance at Audit Committee Meetings in last FY.
  • quant Mutual FundCompliant with the law. Governance concern: Low attendance at Audit Committee meetings in last FY.

  7 for10 against
• To ratify the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2026.

  17 for0 against
• To appoint M/s. Ashok K Singla & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a term of five (5) consecutive years.

  17 for0 against

Mutual fund votes, meeting of 25 Jun 2025, 16 fund houses

• TO APPOINT DR. ARVIND SAHAY AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

  16 for0 against
• TO APPOINT MS. SOUMYA JAIN AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY.

  16 for0 against

Mutual fund votes, meeting of 19 Sep 2024, 16 fund houses

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

• Adoption of Financial Statements for the financial year ended March 31, 2024.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundUnqualified Financial Statements. Non-Compliant with Companies Act, 2013 & SEBI LODR Regulations: The Company has not disclosed financials of all its subsidiaries for FY 2023-24 on its website.

  13 for2 against
• To declare Dividend

  15 for0 against
• To re-appoint Mr. Sachit Jain as a director liable to retire by rotation.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual FundSachit Jain, 58, is the Managing Director of Vardhman Special Steels Ltd, an associate company. He is the son-in-law of promoter S P Oswal. He has attended 20% (one out of five) of the board meetings held in FY24 and 72% (13 out of 18) of the board meetings in the previous three years. We expect directors to attend all board meetings. We have a threshold of 75% attendance of the board meetings in the three years prior to reappointment. Hence, we do not support the resolution
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNo concern regarding profile and time commitments. Governance concern: low attendance in Board Meetings.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board independence norms are not met (based on our reclassification) and Sachit Jain is a nonindependent director nominee. • Sachit Jain has failed to attend at least 75 percent of board meetings in the most recent fiscal year, without a satisfactory explanation.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundSachit Jain, 58, is the Managing Director of Vardhman Special Steels Ltd, an associate company. He is the son-in-law of promoter S P Oswal. He has attended 20% (one out of five) of the board meetings held in FY24 and 72% (13 out of 18) of the board meetings in the previous three years. We expect directors to attend all board meetings. We have a threshold of 75% attendance of the board meetings in the three years prior to reappointment. Hence, we do not support the resolution.

  5 for10 against
• To ratify remuneration payable to Cost Auditors for the financial year ending 31st March, 2025.

  15 for0 against
• To re-appoint Mr. Udeypaul Singh Gill as an Independent Director of the Company.

  16 for0 against
• To appoint Dr. Prem Kumar as an Independent Director of the Company.

  16 for0 against

Mutual fund votes, meeting of 10 Mar 2024, 12 fund houses

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

• To re-appoint Mr. Shri Paul Oswal as the Managing Director of the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Taurus Mutual FundShri Paul Oswal, 81, is promoter and Managing Director. His FY23 pay of Rs. 206.0 mn stood at 515.3x the median employee remuneration and primarily comprised commission. During 9MFY24 the revenue and profits of the company were impacted. Given that Shri Paul Oswal’s remuneration is mainly driven by profit-based commission, we have estimated his FY24 remuneration at Rs. 162.1 mn and his FY25 remuneration at Rs. 179.9 mn. His remuneration is high is comparison to peers. His commission is at 2% of net profits, which can be high: we expect the board to cap the commission payable to him in absolute amounts. We note that in the past (FY22) his remuneration has exceeded Rs. 400.0 mn. Further, the remuneration terms include reimbursement of expenses for traveling, boarding and lodging incurred by his spouse and attendant(s) during business trips. We are of the opinion that attendant / family expenses as companion should be borne by the employee and not the company. Shri Paul Oswal is a member of the Nomination and Remuneration Committee. We expect the NRC to comprise of only non-conflicted Independent Directors.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concern: Executive Chairperson. No absolute cap on Variable Pay, holding 2 Full-Time Positions, remuneration is skewed in favour of Mr. Oswal, Promoter ED and he is NRC Member.
  • DSP Mutual FundShri Paul Oswal, 81, is promoter and Managing Director. His FY23 pay of Rs. 206.0 mn stood at 515.3x the median employee remuneration and primarily comprised commission. During 9MFY24 the revenue and profits of the company were impacted. Given that Shri Paul Oswal’s remuneration is mainly driven by profit-based commission, His remuneration is high in comparison to peers but given his experience in the industry and stature, we don't see that as an issue. We expect the board to cap the commission payable to him in absolute amounts. Further, the company plans to reimburse expenses for traveling, boarding and lodging incurred by his spouse and attendant(s) during business trips. We are of the opinion that attendant / family expenses as companion should be borne by the employee and not the company. Shri Paul Oswal is a member of the Nomination and Remuneration Committee. We expect the NRC to comprise of only non-conflicted Independent Directors. Hence, we vote against this resolution.
  • ICICI Prudential Mutual FundRemuneration is open ended with commission at 2% and is much higher than peers
  • Nippon India Mutual FundHolding two full time positions

  4 for8 against
• To re-appoint Mr. Neeraj Jain as a Joint Managing Director of the Company.

  12 for0 against
• To approve Vardhman Textiles Limited Employee Stock Option Plan 2024 under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundUnder the scheme, the company proposes to grant 3,470,097 options to employees. The exercise price and the vesting period and criteria is at the discretion of the NRC. It is unclear whether the stock options will be granted at a discount or at the prevailing market price. We do not favour ESOP schemes where the exercise price can be at a significant discount to market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise price, Maximum Vesting Period not Disclosed & No absolute cap on maximum options per employee
  • Nippon India Mutual FundNo absolute cap on maximum options per employee

  5 for6 against

Mutual fund votes, meeting of 30 Sep 2023, 12 fund houses

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

• Adoption of Financial Statements for the financial year ended March 31, 2023.

  10 for0 against
• To declare dividend.

  10 for0 against
• To re-appoint Mrs. Suchita Jain as a director liable to retire by rotation.

  10 for0 against
• To ratify remuneration payable to Cost Auditors for the financial year ending 31st March, 2024.

  10 for0 against
• To appoint Mr. Atul Khosla as an Independent Director of the Company.

  10 for0 against