Westlife Foodworld CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 11 Sep 2024, 16 fund houses

• Adopting of:n• the audited financial statements of the Company for the financial year ended 31st March, 2024 and the reports of the Board of Directors and the Auditors thereon.n• the audited consolidated financial statements of the Company for the financial year ended 31st March, 2024.nMoreLess

  16 for0 against
• Appointment of Mr Amit Jatia (DIN: 00016871), who retires by rotation and being eligible, offers himself for re-appointment.

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

  • Axis Mutual FundAmit Jatia, 57, is promoter CEO and Executive Chairperson. He has attended all four board meetings in FY24, and he retires by rotation. In FY24, Amit Jatia was paid Rs. 0.5 mn as sitting fees by the company and Rs. 151.9 mn as compensation by the group as per consolidated related party transactions disclosures in the annual report. We note that Amit Jatia's reappointment as Executive Director is not put to shareholder vote since the past ten years. Nevertheless, we note that he retires by rotation once every two or three years. We expect the company to seek periodic approval for his executive role as well. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with Law. No issues on merit, experience, eligibility & performance. Governance Concern: Holding combined position of Chairman & ED may lead concentration of power in the hand of a single person.
  • Edelweiss Mutual FundHolding combined position of Chairman & ED

  10 for6 against
• Appointment of Mr Rajendra Mariwala (DIN: 00007246) as a Director (Non - Executive Independent Director).

  16 for0 against

Mutual fund votes, meeting of 6 Sep 2023, 16 fund houses

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

• Adoption of :na) the audited financial statements of thenCompany for the financial year ended 31st March, 2023 and the reports of the Board of Directors and the Auditors thereon.nnb) the audited consolidated financialnstatements of the Company for the financial year ended 31st March, 2023.nnMoreLess

  14 for0 against
• Appointment of Ms. Smita Jatia (DIN: 03165703), Director, who retires by rotation and being eligible offers herself for re-appointment.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (after ISS re-classification), and Smita Amit Jatia is a non-independent director nominee

  15 for1 against
• Re-appointment of Ms. Amisha Hemchand Jain (DIN: 05114264) as a Woman Independent Director, to hold office for a second term of 5 (five) consecutive years, i.e. upto 31st March, 2029

  16 for0 against
• Appointment of Mr. Jyotin Kantilal Mehta (DIN: 00033518) as a Director (Non – Executive Independent Director), for a first term of 5 consecutive years, with effect from 7th August, 2023 till the close of business hours on 6thnAugust, 2028, not liable to retire by rotationnMoreLess

  ›Against Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual FundNon- Compliance: Approval for resolution sought by way of Ordinary resolution, instead of special resolution; No concern on the merit of proposed appointee.
  • Nippon India Mutual FundProposed under Ordinary Resolution

  13 for3 against

Mutual fund votes, meeting of 15 Sep 2022, 10 fund houses

• 1) a) Adoption of Audited Standalone Financial Statements for the year ended March 31, 2022 and the reports of the Directors and Auditors thereon. b) Adoption of Audited Consolidated Financial Statements for the year ended March 31, 2022 and Auditors report thereon.MoreLess

  1 for0 against
• 2) Reappoint Banwari Lal Jatia (DIN:00016823) as Director, liable to retire by rotation.

  1 for0 against
• 3) Appoint S R B C & Co LLP as statutory auditors for five years from the 2022 AGM and fix their remuneration.

  1 for0 against
• 4) Appoint Akshay Jatia (DIN:07004280) as Whole Time Director (Executive Director) for five years from 16 May 2022.

  1 for0 against
• 5) Continuation of P.R. Barpande (DIN:00016214) as Non-Executive Independent Director, on attaining seventy-five years of age.

  1 for0 against
• 6) Change company name to Westlife Foodworld Limited and consequently alter the charter documents.

  1 for0 against
• Accept Financial Statements and Statutory Reports

  1 for0 against
• Adoption of standalone and consolidated financial statements for the year ended 31 March 2022

  1 for0 against
• Appoint Akshay Jatia (DIN:07004280) as Whole Time Director for five years from 16 May 2022

  1 for0 against
• Appoint S R B C & Co LLP as statutory auditors for five years from the 2022 AGM and fix their remuneration

  1 for0 against
• Appointment of S R B C & CO LLP (Registration No.: 324982E/E300003), Chartered Accountants, as the Statutory Auditors of the Company for a first term of 5 (Five) years, to hold office from the conclusion of the 39th Annual General Meeting (AGM) till the conclusion of the 44th AGM of the Company at a remuneration.MoreLess

  ›Against Kotak Mahindra Mutual Fund, Nippon India Mutual Fund

  • Kotak Mahindra Mutual FundNon-Compliant with Regulation 36(5) of SEBI LODR as Basis of recommendation and Proposed audit fee not disclosed.
  • Nippon India Mutual FundInadequate disclosure

  4 for2 against
• Approve Appointment and Remuneration of Akshay Jatia as Whole Time Director (Executive Director)

  1 for0 against
• Approve Change of Company Name and Alteration of Memorandum of Association

  1 for0 against
• Approve Continuation of Directorship of P. R. Barpande

  1 for0 against
• Approve S R B C & CO LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration

  1 for0 against
• Change company name to Westlife Foodworld Limited and consequently alter the charter documents

  1 for0 against
• Continuation of P.R. Barpande (DIN:00016214) as Independent Director, on attaining seventy-five years of age

  1 for0 against
• Reappoint Banwari Lal Jatia (DIN:00016823) as Non-Executive Non-Independent Director, liable to retire by rotation

  1 for0 against
• Reelect Banwari Lal Jatia as Director

  1 for0 against
• To appoint a Director in place of Mr Banwari Lal Jatia (DIN: 00016823), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundOrdinary resolution for director above 75 years age

  6 for1 against
• To appoint S R B C & CO LLP (Registration No.: 324982E/E300003), Chartered Accountants, as the Statutory Auditors of the Company for a first term of 5 (Five) years from the conclusion of this AGM & to fix their remunerationMoreLess

  1 for0 against
• To approve the appointment of Mr Akshay Jatia (DIN: 07004280) as a Whole-Time Director (Executive Director) of the Company, for a period of 5 (five) years with effect from 16th May, 2022, liable to retire by rotation & to fix remunerationMoreLess

  1 for0 against
• To approve the continuation of appointment of Mr P. R. Barpande (DIN: 00016214), after attaining the age of 75 years (Date of Birth – 29th November, 1947), as a Non-Executive Independent Director of the CompanyMoreLess

  1 for0 against
• To approve the continuation of appointment of Mr P. R. Barpande (DIN: 00016214) as a Non-Executive Independent Director on attaining age of 75 years.

  ›Against Kotak Mahindra Mutual Fund

  • Kotak Mahindra Mutual FundP. R. Barpande, 74 has over three decades of experience in the areas of Finance, Accounts and Audit. The company is seeking continuation his appointment after 75 years of age and till 2024. His proposed re-appointment as ID a 2nd term of 5 years was exceeding 10 years at the end of 2nd term, since he was appointed as Additional Director (Independent) w.e.f. 24th November, 2012 which will account more than 10 years. Given more than 10 years of association with the company, we consider Mr. P. R. Barpande as non-independent. The company should consider appointing him as a non-independent director instead.

  5 for1 against
• To change the name of the Company and alteration of Memorandum of Association for change of name of the Company.

  6 for0 against
• To change the name of the Company from Westlife Development Limited (existing name) to Westlife Foodworld Limited - or any other name as may be approved by the Registrar of Companies (new name) and alter the Clause I of Memorandum of AssociationMoreLess

  1 for0 against
• To confirm the appointment of Mr Akshay Jatia (DIN: 07004280), as a Whole Time Director (Executive Director) of the Company for a period of 5 (five) years with effect from 16th May, 2022, liable to retire by rotation.MoreLess

  ›Against Bank of India Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundAkshay Jatia, 30, is the Chief Strategy Officer at Hardcastle Restaurants Private Limited (HRPL), a wholly owned subsidiary, which runs the McDonald’s India (West and South) business. He looks after the business strategy, consumer technology and innovation functions at HRPL. He was appointed as a Non-Executive Non-Independent Director at the 2021 AGM and the company seeks to appoint him as Whole Time Director for five years from 16 May 2022. He is not entitled to any remuneration from Westlife Development Limited except for sitting fees. However, as Chief Strategy Officer at Hardcastle Restaurants Private Limited (HRPL), he has received remuneration of Rs 40.6 mn and Rs 12.6 mn in FY22 and FY21 respectively from HRPL. We estimate his FY23 remuneration from HRPL at Rs. 60.7 mn which is high compared to the peers and not commensurate with the size and scale of the business. The company should have disclosed details of the remuneration structure from HRPL for shareholders to take an informed decision.Further with just about eight years of work experience, he does not have enough experience to be on the board of a listed company as an Executive director. We believe board positions are not legacies, and the company could have brought on to the board seasoned professionals from within the company or from outside.
  • Mirae Asset Mutual FundNot within the regulations of Companies act including remuneration.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  3 for3 against
• To consider and adopt: (a) the audited financial statements of the Company for the financial year ended 31st March, 2022 and the reports of the Board of Directors and the Auditors thereon. (b) the audited consolidated financial statements of the Company for the financial year ended 31st March, 2022.MoreLess

  7 for0 against

Mutual fund votes, meeting of 16 Sep 2021, 9 fund houses

• 1) a) Adoption of Audited Standalone Financial Statements for the year ended March 31, 2021 and the reports of the Directors and Auditors thereon. B) Adoption of Audited Consolidated Financial Statements for the year ended March 31, 2021 and Auditors report thereon.MoreLess

  1 for0 against
• 2) Re-appoint Mr. Amit Jatia as a Director.

  1 for0 against
• 3) Appoint Mr. Akshay Jatia as a Director.

  1 for0 against
• 4) Approve grant of up to ~7.78 mn stock options under the Westlife Development Limited Employee Stock Option (Trust) Scheme 2021.

  ›Against SBI Mutual Fund

  • SBI Mutual FundUnder the scheme, up to ~7.78 mn equity shares will be issued to the employees of the company and its subsidiaries, the potential dilution for existing shareholders is ~4.8%, on the extended base. We note that the company has an existing ESOP scheme in which the company has granted options at close to market price. However, going forward, it is unclear if the company will follow the same practice, as the exercise price can be up to face value of Rs. 2.0, which represents a significant discount to the current market price of Rs. 535.3. We do not favour ESOP schemes where the exercise price can be at a significant discount to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price.

  0 for1 against
• 5) Extend Westlife Development Limited Employee Stock Option (Trust) Scheme 2021 to employees of subsidiaries of the Company.

  ›Against SBI Mutual Fund

  • SBI Mutual FundThe company seeks to extend the ESOP scheme to employees of the subsidiaries as well. Our view on this resolution is linked to our opinion on resolution #4.

  0 for1 against
• 6) Approve secondary acquisition of shares for implementation of Westlife Development Limited Employee Stock Option (Trust) Scheme 2021 through Trust route.

  ›Against SBI Mutual Fund

  • SBI Mutual FundThe company seeks approval for secondary acquisition of shares via the trust route for administering the ESOP scheme. The trust may acquire equity shares through secondary acquisition such that secondary acquisition in a financial year shall not exceed 2% of the paid-up equity share capital of the company as at the end of the previous financial year. Our view on this resolution is linked to our opinion on resolution #4.

  0 for1 against
• 7) Approve provision of money by the Company to Trust by loans not exceeding 5% of the aggregate of paid-up share capital and free reserves.

  ›Against SBI Mutual Fund

  • SBI Mutual FundThe company seeks approval for provision of money by the company to the trust by loans not exceeding 5% of the aggregate of paid-up share capital and free reserves. The proposed resolution will enable the company to grant loans to the trust to acquire shares from the secondary market to implement the proposed scheme. Our decision on this resolution is linked to resolution #4.

  0 for1 against
• Accept Financial Statements and Statutory Reports

  1 for0 against
• Adoption of standalone and consolidated financial statements for the year ended 31 March 2021

  2 for0 against
• Appoint Akshay Jatia (DIN: 07004280) as a Non-Executive Non-Independent Director, liable to retire by rotation from 13 August 2021

  2 for0 against
• Approve Acquisition of Equity Shares from Secondary Market Through Trust Route for Implementation of Westlife Development Limited Employee Stock Option (Trust) Scheme 2021

  1 for0 against
• Approve Grant of Employee Stock Options to Employees of Subsidiary(ies) of the Company Under Westlife Development Limited Employee Stock Option (Trust) Scheme 2021

  1 for0 against
• Approve grant of up to ~7.78 mn stock options under the Westlife Development Limited Employee Stock Option (Trust) Scheme 2021

  ›Against DSP Mutual Fund, Mirae Asset Mutual Fund

  • DSP Mutual FundUnder the scheme, up to ~7. 78 mn equity shares will be issued to the employees of the company and its subsidiaries, the potential dilution for existing shareholders is ~4. 8%, on the extended base. We note that the company has an existing ESOP scheme in which the company has granted options at close to market price. However, going forward, it is unclear if the company will follow the same practice, as the exercise price can be up to face value of Rs. 2. 0, which represents a significant discount to the current market price of Rs. 535. 3. We do not favour ESOP schemes where the exercise price can be at a significant discount to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price.
  • Mirae Asset Mutual FundInadequate disclosure on the ESOP issue price.

  0 for2 against
• Approve Provision of Money by the Company for Purchase of its Own Shares by the Trust for the Benefit of Employees Under the Westlife Development Limited Employee Stock Option (Trust) Scheme 2021

  1 for0 against
• Approve provision of money by the company to trust by loans not exceeding 5% of the aggregate of paid-up share capital and free reserves

  ›Against DSP Mutual Fund, Mirae Asset Mutual Fund

  • DSP Mutual FundThe company seeks approval for provision of money by the company to the trust by loans not exceeding 5% of the aggregate of paid-up share capital and free reserves. The proposed resolution will enable the company to grant loans to the trust to acquire shares from the secondary market to implement the proposed scheme. Our decision on this resolution is linked to resolution #4.
  • Mirae Asset Mutual FundLinked to above stance on ESOP resolution.

  0 for2 against
• Approve secondary acquisition of shares for implementation of Westlife Development Limited Employee Stock Option (Trust) Scheme 2021 through trust route

  ›Against DSP Mutual Fund, Mirae Asset Mutual Fund

  • DSP Mutual FundThe company seeks approval for secondary acquisition of shares via the trust route for administering the ESOP scheme. The trust may acquire equity shares through secondary acquisition such that secondary acquisition in a financial year shall not exceed 2% of the paid-up equity share capital of the company as at the end of the previous financial year. Our view on this resolution is linked to our opinion on resolution #4.
  • Mirae Asset Mutual FundLinked to above stance on ESOP resolution.

  0 for2 against
• Approve Westlife Development Limited Employee Stock Option (Trust) Scheme 2021 and Grant of Employee Stock Options to the Employees of the Company

  1 for0 against
• Elect Akshay Jatia as Director

  1 for0 against
• Extend Westlife Development Limited Employee Stock Option (Trust) Scheme 2021 to employees of subsidiaries

  ›Against DSP Mutual Fund, Mirae Asset Mutual Fund

  • DSP Mutual FundThe company seeks to extend the ESOP scheme to employees of the subsidiaries as well. Our view on this resolution is linked to our opinion on resolution #4.
  • Mirae Asset Mutual FundLinked to above stance on ESOP resolution.

  0 for2 against
• Reappoint Amit Jatia (DIN: 00016871) as Director, liable to retire by rotation

  2 for0 against
• Reelect Amit Jatia as Director

  1 for0 against
• To appoint a Director in place of Mr Amit Jatia (DIN: 00016871), who retires by rotation and being eligible, offers himself for re-appointment.

  4 for0 against
• To appoint Mr Akshay Jatia (DIN: 07004280) as a Director of the Company, liable to retire by rotation

  1 for0 against
• To approve, acquisition of shares from the secondary market through Trust route for the implementation of the ‘Westlife Development Limited Employee Stock Option (Trust) Scheme 2021’ (“the ESOS Trust Scheme 2021”).MoreLess

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInsufficient Information

  3 for1 against
• To approve, appointment of a Director in place of Mr Amit Jatia (DIN: 00016871), who retires by rotation and being eligible, offers himself for re-appointment.

  1 for0 against
• To approve, enabling the provision of money by the Company for purchase of its own shares by the Trust for the benefit of employees under the ‘Westlife Development Limited Employee Stock Option (Trust) Scheme 2021’.MoreLess

  1 for0 against
• To approve, grant of employee stock options to employees of subsidiary(ies) of the Company under ‘Westlife Development Limited Employee Stock Option (Trust) Scheme 2021’.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInsufficient Information

  3 for1 against
• To approve, the Westlife Development Limited Employee Stock Option (Trust) Scheme 2021.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInsufficient Information

  3 for1 against
• To authorise the Board of Directors to acquire, hold and deal in such number of equity shares of the Company acquired from the secondary market through the ‘Westlife ESOS Trust’ (hereinafter referred to as the “Trust”) that may be set up in this regard, not exceeding 77,83,433 fully paid-up equity shares of the Company of face value of Rs. 2/- each (“the Equity Shares”), being below the ceiling of 5% of the paidup equity share capital of the Company as on March 31, 2021, as prescribed under the SEBI SBEB Regulations, for the purpose of implementation of the ‘Westlife Development Limited Employee Stock Option (Trust) Scheme 2021’ (“the ESOS Trust Scheme 2021”), or for any other purpose(s) as contemplated under and in due compliance with the provisions of the SEBI SBEB Regulations.MoreLess

  1 for0 against
• To authorise the Board of Directors to grant loan, to provide guarantee or security in connection with a loan granted or to be granted to, the employee welfare trust namely ‘Westlife ESOS Trust’ (“Trust”) of the Company, in one or more tranches, by such sum of money which in aggregate shall not exceed 5% (Five Percent) of the aggregate of the paid up share capital and free reserves of the Company as per audited accounts as on March 31, 2021, with a view to enable the Trust to acquire permitted number of equity shares of the Company by fresh issue and/ or from the secondary market for facilitating implementation of ‘Westlife Development Limited Employee Stock Option (Trust) Scheme 2021’ (‘ESOS Trust Scheme 2021’).MoreLess

  1 for0 against
• To confirm, the appointment of Mr Akshay Jatia (DIN: 07004280), as a Director of the Company.

  4 for0 against
• To consider and adopt: (a) the audited financial statements of the Company for the financial year ended 31st March, 2021 and the reports of the Board of Directors and the Auditors thereon. (b) the audited consolidated financial statements of the Company for the financial year ended 31st March, 2021.MoreLess

  5 for0 against
• To enable provision of money by the Company for purchase of its own shares by the Trust for the benefit of employees under the ‘Westlife Development Limited Employee Stock Option (Trust) Scheme 2021

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInsufficient Information

  2 for1 against
• to extend the benefits and coverage and grant employee stock options under the “Westlife Development Limited Employee Stock Option (Trust) Scheme 2021” (“the ESOS Trust Scheme 2021”) to such persons also, who are in permanent employment of any present and / or future subsidiary company of the Company, whether working in India or outside India, including any managing or whole – time director of such subsidiary company (ies), as may be decided by the Board in accordance with the SEBI SBEB Regulations or other provisions of law as may be prevailing at that time.MoreLess

  1 for0 against
• To implement ‘Westlife Development Limited Employee Stock Option (Trust) Scheme 2021’ (“the ESOS Trust Scheme 2021”) and authorise the Board of Directors to create, issue, offer, grant and allot / allocate 77,83,433 stock options (“the Stock Options”) to or for the benefit of such person(s), who are the permanent employees including director, whether whole time or otherwise (other than an employee who is promoter and belongs to promoter group of the Company, independent directors and directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company), of the Company and its subsidiary company as may be permissible under the SEBI SBEB Regulations and as may be decided by the Board, under the ESOS Trust Scheme 2021 exercisable into not more than 77,83,433 Equity Shares of Rs. 2/- each (the “Equity Shares”) being 5% of the paid-up equity share capital of the Company as on 31st March, 2021MoreLess

  1 for0 against

Mutual fund votes, meeting of 23 Sep 2020, 7 fund houses

• 1) a) Adoption of Standalone Audited Financial Statements for the year ended March 31, 2020 and the reports of the Directors and Auditors thereon. B) Adoption of Audited Consolidated Financial Statements for the year ended March 31, 2020 and Auditors report thereon.MoreLess

  1 for0 against
• 2) Re-appoint Ms. Smita Jatia as a Director.

  1 for0 against
• To appoint a Director in place of Ms Smita Jatia (DIN: 03165703), who retires by rotation and being eligible, offers herself for re-appointment.

  4 for0 against

  2 abstained

• To consider and adopt: (a) the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2020 and the reports of the Board of Directors and the Auditors thereon. (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2020.MoreLess

  4 for0 against

  2 abstained

Mutual fund votes, meeting of 5 Sep 2019, 3 fund houses

• 1) a) Adoption of Standalone Audited Financial Statements for the year ended March 31, 2019 and the reports of the Directors and Auditors thereon. B) Adoption of Audited Consolidated Financial Statements for the year ended March 31, 2019 and Auditors report thereon.MoreLess

  1 for0 against
• 2) Re-appoint Mr. Banwari Lal Jatia as a Director.

  1 for0 against
• 3) Appoint Ms. Amisha Hemchand Jain as an Independent Director for five years w.e.f. 1st April, 2019 up to 31st March, 2024.

  1 for0 against
• Adopting Accounts and Reports

  1 for0 against
• Appointment of Ms Amisha Hemchand Jain (DIN: 05114264) as an Independent Director for a first term of five years

  1 for0 against
• Reappointment of Mr Banwari Lal Jatia (DIN: 00016823) as Director

  1 for0 against
• To appoint a Director in place of Mr Banwari Lal Jatia (DIN: 00016823), who retires by rotation and being eligible, offers himself for re-appointment.

  0 for0 against

  1 abstained

• To appoint Ms Amisha Hemchand Jain (DIN: 05114264) as an Independent Director of the Company for a period of first term of five consecutive years with effect from 1st April, 2019 to 31st March, 2024, not liable to retire by rotation.MoreLess

  0 for0 against

  1 abstained

• To consider and adopt: (a) the audited financial statements of the Company for the financial year ended 31st March, 2019 and the reports of the Board of Directors and the Auditors thereon. (b) the audited consolidated financial statements of the Company for the financial year ended 31st March, 2019.MoreLess

  0 for0 against

  1 abstained