Aurobindo Pharma MD, chairman and AGM

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 March 31, 2025, and the reports of the Board of Directors and Auditor thereon.

  34 for0 against
• 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 Auditor thereon.

  34 for0 against
• To appoint a Director in place of Mr. P. Sarath Chandra Reddy (DIN: 01628013) who retires by rotation at this Annual General Meeting and being eligible, seeks reappointment

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance concern: Mr. P. Sarath Chandra Reddy is involved in sub- judice matter.
  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Unifi Mutual FundP. Sarath Chandra Reddy, 40, is part of the promoter family. He was appointed to the board as a Whole-Time Director in June 2016 and was redesignated as a Non-Executive Non-Independent Director on 12 November 2022. He attended all six board meetings held in FY25. He was arrested by the Enforcement Directorate in November 2022 for his alleged involvement in the Delhi Excise Policy scam. While we note that he has been pardoned and has since turned approver in the case, we raise concern that this could be a potential distraction to the board and to him in his ability to discharge his responsibilities as a director of the company. We believe he should be reappointed to the board only after this matter has been resolved. We do not support the resolution.
  • Bajaj Finserv Mutual FundCompliant with law. Governance concern: Mr. P. Sarath Chandra Reddy is involved in sub- judice matter. "The Company is seeking shareholders’ approval to re- appoint Mr. P. Sarath Chandra Reddy as a Director liable to retire by rotation. He is a second-generation entrepreneur experienced in general management and has expertise in project executions, IT, procurement, etc. It is noted that on 10th November, 2022, Mr. P. Sarath Chandra Reddy was arrested by the Enforcement Directorate in relation to the transactions done in his personal entities and it is not related to the operations of Aurobindo Pharma Ltd. The Company has not provided any further update on this matter in its Annual Reports. However, Mr. Reddy has subsequently turned approver in the matter, as publicly reported. The matter remains sub-judice, with no final judgment passed by any court. The exoneration is only on technical grounds and does not clear him of governance-related concerns. In light of these governance issues, we are voting against the resolution."
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Mr. P. Sarath Chandra Reddy is involved in sub- judice matter.
  • Baroda BNP Paribas Mutual Fundalthough legally compliant there is governance concern as the director has a pending litigation.
  • HDFC Mutual FundMr. P. Sarath Chandra Reddy, 40, is part of the promoter family. held in FY25. He was arrested by the Enforcement Directorate in November 2022 for his alleged involvement in the Delhi Excise Policy scam. Given the non-business controversy, we do not support the resolution.
  • Invesco Mutual FundP. Sarath Chandra Reddy, 40, is part of the promoter family. He was appointed to the board as a Whole-Time Director in June 2016 and was redesignated as a Non-Executive Non-Independent Director on 12 November 2022. He attended all six board meetings held in FY25. He was arrested by the Enforcement Directorate in November 2022 for his alleged involvement in the Delhi Excise Policy scam. While we note that he has been pardoned and has since turned approver in the case, we raise concern that this could be a potential distraction to the board and to him in his ability to discharge his responsibilities as a director of the company. We believe he should be reappointed to the board only after this matter has been resolved. We do not support the resolution
  • Mirae Asset Mutual FundAwaiting clarity on subject matters
  • UTI Mutual FundUncertainty on outcome of the Enforcement Directorate proceedings.

  10 for23 against
• To appoint a Director in place of Dr. Satakarni Makkapati (DIN: 09377266) who retires by rotation at this Annual General Meeting and being eligible, seeks re-appointment.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the nominee is re-classified as an executive director, and he is serving on the nomination and remuneration committee.

  33 for1 against
• To appoint the Secretarial Auditor of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundProposed audit fee payable to Secretarial Auditors not disclosed in the Notice. Transparency Concern: Remuneration of outgoing auditor not disclosed, thus, material change, if any, with proposed audit fee cannot be ascertained.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo issues on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR, 2015: Proposed audit fee payable to Secretarial Auditors not disclosed in the Notice. Transparency Concern: Remuneration of outgoing auditor not disclosed, thus, material change, if any, with proposed audit fee cannot be ascertained.
  • Kotak Mahindra Mutual FundThe company has not disclosed the proposed remuneration, which is a statutory requirement. We do not favour the resolution.
  • Nippon India Mutual FundNon-Compliant with Regulation 36(5) of SEBI LODR, 2015: Proposed audit fee payable to Secretarial Auditors not disclosed in the Notice.

  23 for9 against

• Re-appointment of Mr. Santanu Mukherjee (DIN:07716452) as an Independent Director of the Company not liable to retire by rotation, for a period of 5 (Five) consecutive years commencing from February 9, 2025, to February 8, 2030.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, quant Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual FundThe Company is seeking shareholders' approval for the reappointment of Mr. Santanu Mukherjee as an Independent director of the company for a period of five years w.e.f. 9 th February, 2025 up to 8 th February 2030. He was appointed for his first term of two years on 9th February, 2023 up to 8 th February 2025. Mr. Mukherjee is the former Managing Director of the State Bank of Hyderabad. He has around four decades of experience in the field of banking, finance, risk management, etc. in various capacities. From 2013 to mid 2014 he was acting as Chief General Manager of State Bank of Bikaner and Jaipur. He has also worked as a Chief Executive Officer of State Bank of India, Paris from 2004 to 2008. He joined as a probationary officer and carried out important domestic and overseas assignments in the SBI Group. He held several senior positions in SBI Group handling commercial credit, international business, risk management, treasury operations, etc., He is also an Independent Director in several listed entities. However, it is noted that Mr. Santanu Mukherjee was appointed as Independent Director of the company for a first term of two years on 9th February, 2023 up to 8th February 2025. Accordingly, his term has already ended on 8th February, 2025. The provision relating to re-appointment of IDs on the Board under Section 149(10) of the Companies Act 2013 states that: Subject to the provisions of section 152, an independent director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report. In other words, unless a special resolution is passed by shareholders in general meeting, an existing ID who is serving first term as ID under section 149 of the Act is not eligible for re-appointment. In the current case, the term of Mr. Santanu Mukherjee has already ended on 8th February, 2025. Therefore, he ceased to be director, unless reappointed on the Board. Since, the eligibility of re-appointment is special resolution passed by the shareholders, therefore, such approval should have been obtained on or before 8th February, 2025. Further, it may be noted that, Guidance Note on Independent Directors issued by the Institute of Companies Secretaries of India (ICSI), has also addressed the issue regarding the re-appointment of Independent Directors. In view of the above, we are of the opinion that the Board of directors of the Company does not have powers to re-appoint Mr. Santanu Mukherjee as ID for a second term. Since, prior approval of shareholders has not been sought, the proposed re-appointment is not in accordance with law. Hence we are voting against the resolution.
  • Baroda BNP Paribas Mutual FundLegally non-compliant. Re-appointment should have been done before 8th February 2025.
  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern identified on the merit of proposed appointee. Re-appointment not in accordance with Companies Act, 2013: Prior approval of shareholders is not obtained for re-appointment as an ID.
  • Nippon India Mutual FundProfile of the Candidate
  • PPFAS Mutual FundPrior approval of shareholders not obtained
  • quant Mutual FundRelated to the re-appointment of Mr Santanu Mukherjee as an independent director. No concern identified on the merit of proposed appointee. However, his re-appointment is not in accordance with Companies Act, 2013. Mr Mukherjee’s term ended on 8th February, 2025. Prior approval of shareholders was not obtained for re-appointment as an ID. Hence, we are voting against the resolution.

  21 for10 against

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 March 31, 2024, and reports of Directors and Auditors thereon.

  30 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, and report of Auditors thereon.

  30 for0 against
• To confirm the interim dividend of Rs.3.00 and second interim dividend of Rs.1.50 in aggregate Rs.4.50 per equity share of Re.1 each, as dividend paid for the financial year 2023-24.

  30 for0 against
• To appoint a Director in place of Mr. K. Nithyananda Reddy (DIN: 01284195) who retires by rotation at this Annual General Meeting and being eligible, seeks re-appointment.

  30 for0 against
• To appoint a Director in place of Mr. M. Madan Mohan Reddy (DIN: 01284266) who retires by rotation at this Annual General Meeting and being eligible, seeks re-appointment.

  31 for0 against
• To re-appoint Mr. K. Nithyananda Reddy (DIN: 01284195) as Vice Chairman & Managing Director

  31 for0 against
• To re-appoint Mr. M. Madan Mohan Reddy (DIN: 01284266) as Whole-time Director

  30 for0 against
• To approve the continuation of Mr. P. V. Ramprasad Reddy (DIN: 01284132) as a Non-Executive Director of the Company

  31 for0 against
• To ratify the remuneration payable to the Cost Auditors for the financial year 2024-25

  29 for0 against
• To approve payment of commission to independent directors

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThe company has capped commission payout per independent director at a maximum of Rs. 2.0 mn, which is reasonable. However, 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 an opportunity to periodically review such payments.
  • Edelweiss Mutual FundIt’s a substantial amount and including variable pay goes against the idea of independence.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted as the approval will be valid till perpetuity and shareholders will not get to review the payments in the future.
  • Invesco Mutual FundThe company has capped commission payout per independent director at a maximum of Rs. 2.0 mn, which is reasonable. However, 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 an opportunity to periodically review such payments

  24 for7 against

• 1. Appointment of Mr. Mangalam Ramasubramanian Kumar (DIN 03628755), as an Independent Director of the Company not liable to retire by rotation, for a period of 3 (Three) consecutive years commencing from April 1, 2024 to March 31, 2027.MoreLess

  1 for0 against

• Appointment of Mr. Mangalam Ramasubramanian Kumar (DIN 03628755), as an Independent Director of the Company not liable to retire by rotation, for a period of 3 (Three) consecutive years commencing from April 1, 2024 to March 31, 2027.MoreLess

  28 for0 against

• Appointment of Dr. (Mrs.) Deepali Pant Joshi (DIN: 07139051) as an Independent Director of the Company not liable to retire by rotation, for a period of 2 (Two) consecutive years commencing from February 10, 2024, to February 9, 2026.MoreLess

  30 for0 against