Bikaji Foods International 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:na) Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2024, together with the reports of the Board of Directors and Statutory Auditors thereon.nb) Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024, together with the report of Statutory Auditors thereon.MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundUnqualified Financial Statements. Non-Compliant with Companies Act, 2013 & SEBI LODR Regulations: Non-disclosure of financial statements of Subsidiaries for FY 2022-23 on website.

  15 for5 against
• To declare a final dividend of Rs. 1.00 per equity share i.e., 100 percent of face value of Rs. 1.00 each for the financial year ended on March 31, 2024.

  20 for0 against
• To appoint a director in place of Mrs. Shweta Agarwal, DIN 00619052, who retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment.

  ›Against SBI Mutual Fund

  • SBI Mutual FundMs. Shweta Agarwal, 43, is a part of the promoter family and Whole time Director on the board since November 2006. She is the spouse of MD and CEO: Deepak Agarwal and she is responsible for brand development and new product launches. She has attended 75% (3 out of 4) board meetings held in FY24 and 42% (8 out of 19) board meetings in the last three financial years We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment. We do not support the resolution.

  19 for1 against
• To re-appoint M S K A and Associates, Chartered Accountants, as one of the Joint Statutory Auditor of the Company for the second term of 5 consecutive years, and fix their remuneration.

  20 for0 against
• To appoint Ashok Shiv Gupta and Co., Chartered Accountants, as one of the Joint Statutory Auditor of the Company for the first term of 5 consecutive years, and fix their remuneration.

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundThe company proposes to appoint Ashok Shiv Gupta & Co., as joint statutory auditors from the 2024 AGM. Ashok Shiv Gupta & Co. will replace M Surana & Company who will complete their term of ten years as per regulations at the conclusion of the 2024 AGM. The joint statutory auditors were paid remuneration of Rs. 10.2 mn for FY24 of which Rs. 9.0 mn was towards audit fees. The audit fee payable to Ashok Shiv Gupta & Co. for FY25 will be Rs. 4.0 mn plus applicable taxes and reimbursement of other out of pocket expenses and the total audit fee payable to the joint statutory auditors will be Rs. 8.0 mn plus taxes and reimbursement of out of pocket expenses. The remuneration for the subsequent years shall be fixed by board of directors of the Company based on the recommendation of the Audit Committee in consultation with Statutory Auditor. The fees for services in the nature of statutory certifications and other professional work will be in addition to the above-mentioned fee. We are unable to support the resolution as we understand from public sources that Ashok Shiv Gupta & Co is a proprietorship: it may not have sufficient scale and experience to audit the books of a listed company.
  • Invesco Mutual FundThe company proposes to appoint Ashok Shiv Gupta & Co., as joint statutory auditors from the 2024 AGM. Ashok Shiv Gupta & Co. will replace M Surana & Company who will complete their term of ten years as per regulations at the conclusion of the 2024 AGM. The joint statutory auditors were paid remuneration of Rs. 10.2 mn for FY24 of which Rs. 9.0 mn was towards audit fees. The audit fee payable to Ashok Shiv Gupta & Co. for FY25 will be Rs. 4.0 mn plus applicable taxes and reimbursement of other out of pocket expenses and the total audit fee payable to the joint statutory auditors will be Rs. 8.0 mn plus taxes and reimbursement of out of pocket expenses. The remuneration for the subsequent years shall be fixed by board of directors of the Company based on the recommendation of the Audit Committee in consultation with Statutory Auditor. The fees for services in the nature of statutory certifications and other professional work will be in addition to the above-mentioned fee. We are unable to support the resolution as we understand from public sources that Ashok Shiv Gupta & Co is a proprietorship: it may not have sufficient scale and experience to audit the books of a listed company
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  17 for3 against
• To approve the reappointment of Mr. Shiv Ratan Agarwal, DIN 00192929, Chairman and Whole Time Director of the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundShiv Ratan Agarwal, 73, is founder promoter and Executive Chairperson of the company. He was the Managing Director of the company upto May 2020 and was subsequently redesignated as executive Chairperson from 1 September 2021. He has been associated with the company since inception. He has attended 75% (3 out of 4) board meetings held in FY24 and 26% (5 out of 19) board meetings in the last three financial years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment. Shiv Ratan Agarwal was paid Rs. 54.0 mn in FY24 which is 238.8x the median employee remuneration and based on his current terms we estimate his FY25 remuneration at RS. 64.8 mn. From 1 May 2025, his fixed pay increases to Rs. 90mn and he will be eligible for annual bonus of performance pay that will be decided by the NRC. There is no track record of variable pay in the past for us to make a reasonable assumption (all promoters are currently being paid only fixed remuneration). In the absence of any trend in past payouts, lack of clarity around the levels of expected performance pay or bonus, and no cap on the absolute level of remuneration, we are unable to estimate the proposed remuneration. Therefore, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundReappointment is compliant with law. Governance Concern: Holding position of Executive Chairman. No absolute cap on variable pay.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The company has not disclosed the quantum of variable pay which Shiv Ratan Agarwal will be entitled to receive. This might lead to discretionary payouts. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the performance linked pay. • The proposed fixed pay is deemed to be aggressive compared to industry peers of similar size and scale. • The proposal seeks to pay the executive in excess of the prescribed regulatory limits in the event of losses or inadequate profits without providing sufficient justification.
  • ICICI Prudential Mutual FundShiv Ratan Agarwal is founder-promoter and Executive Chairperson of the company. He was paid `54.0 million in FY2024 and based on his current terms his FY2025 remuneration is estimated to be `64.8 million. From May 1, 2025, his fixed pay increases to `90 million and he will be eligible for annual bonus of performance pay that will be decided by the NRC. However, company has not specified any absolute cap on the remuneration and not provided details regarding the performance metrics linked to performance pay. In the past, no promoters have been paid variable remuneration so there is no historical data to base an assumption on. Due to this lack of clarity and no absolute cap placed on performance pay, the AMC has voted against the resolution.
  • Invesco Mutual FundShiv Ratan Agarwal, 73, is founder promoter and Executive Chairperson of the company. He was the Managing Director of the company upto May 2020 and was subsequently redesignated as executive Chairperson from 1 September 2021. He has been associated with the company since inception. He has attended 75% (3 out of 4) board meetings held in FY24 and 26% (5 out of 19) board meetings in the last three financial years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment. Shiv Ratan Agarwal was paid Rs. 54.0 mn in FY24 which is 238.8x the median employee remuneration and based on his current terms we estimate his FY25 remuneration at RS. 64.8 mn. From 1 May 2025, his fixed pay increases to Rs. 90mn and he will be eligible for annual bonus of performance pay that will be decided by the NRC. There is no track record of variable pay in the past for us to make a reasonable assumption (all promoters are currently being paid only fixed remuneration). In the absence of any trend in past payouts, lack of clarity around the levels of expected performance pay or bonus, and no cap on the absolute level of remuneration, we are unable to estimate the proposed remuneration. Therefore, we are unable to support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  9 for11 against

• To approve appointment of Mr. Sunil Sethi (DIN: 08259108) as a Non-Executive, Independent Director of the Company

  15 for0 against
• To approve authorization to the Board of Directors of the Company to advance loans, provide guarantees or provide security to all the person specified under Section 185 of the Companies Act, 2013

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundSection 185 of Companies Act, 2013 prohibits any company from giving loans, guarantee or security in favor of its directors or any other person in whom the director is interested without seeking shareholder approval. The company has stated that it may provide guarantee for loans availed/ debenture or bonds issued by its subsidiaries/ associates/ joint ventures or other group companies. The funds raised by group companies will be utilised for the principal business activities of the entities. There is no clarity on the entities to whom the support may be provided and the shareholding of Bikaji Food in such entities. The company must provide granular details of the support that may be provided, the extent to which the promoters/ directors are interested and strategic and economic rationale for providing support to the entities. Given the lack of clarity, we are unable to support the enabling resolution.
  • Edelweiss Mutual FundAdequate info not given
  • Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013.
  • HDFC Mutual FundLack of clarity with regard to whom the company proposes to extend financial support and the rationale for extending support
  • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of information
  • ICICI Prudential Mutual FundSection 185 of Companies Act, 2013 prohibits any company from giving loans, guarantee or security in favor of its directors or any other person in whom the director is interested without seeking shareholder approval. The company has stated that it may provide guarantee for loans availed/ debenture or bonds issued by its subsidiaries/ associates/ joint ventures or other group companies. The funds raised by group companies will be utilised for the principal business activities of the entities. There is no clarity on the entities to whom the support may be provided and the shareholding of Bikaji Food in such entities. The company must provide granular details of the support that may be provided, the extent to which the promoters/ directors are interested and strategic and economic rationale for providing support to the entities. Given the lack of clarity, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundSection 185(2) of the Companies Act, 2013 requires the company to disclose the full particulars of the loans given, or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security and any other relevant fact. In absence of particulars such as name of the recipient company, amount of the loans/guarantees/securities proposed, the purpose of the transaction, relationship between the director and the recipient, rate of interest, among others, an informed decision cannot be taken. Hence voting against.
  • Nippon India Mutual FundInadequate Disclosure

  3 for12 against

• Approval for the Scheme of Amalgamation of Hanuman Agrofood Private Limited (“Transferor Company”), a Wholly-Owned Subsidiary of the Transferee Company, with Bikaji Foods International Limited (“Transferee Company”) and their respective shareholders and creditorsMoreLess

  14 for0 against

• To receive, consider and adopt the na) Audited Standalone Financial Statements of the Company for the Financial Year ended on March 31, 2023 together with the reports of the Board of Directors and Statutory Auditors thereonnb) Audited Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2023 together with the report of Statutory Auditors thereonMoreLess

  11 for0 against
• To declare a final dividend of Rs. 0.75 per equity share of the face value of Rs. 1.00 each for the Financial Year ended on March 31, 2023

  11 for0 against
• To appoint a director in place of Mr. Shiv Ratan Agarwal (DIN: 00192929), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment

  ›Against Axis Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundShiv Ratan Agarwal, 72, is the Executive Chairperson of the company and is the founder promoter of the company. He has been a director on the board since 6 October 1995 and is associated with the company since its incorporation. He has attended one out of seven (14.3%) board meetings in FY23 and seven out of 21 (33.3%) board meetings held in the last three years. We expect directors to take their responsibilities seriously and attend all board meetings. We have a threshold of 75% board meeting attendance over a three-year period prior to reappointment. Therefore, given his low attendance, we do not support his reappointment.
  • Kotak Mahindra Mutual FundShiv Ratan Agarwal, 72 is currently Chairman-Whole-time Director at Bikaji Foods International Limited. He has over three decades of experience in food industry. He has been associated with the company for over four decades. His role is liable to retire by rotation. Though compliant with law, his board attendance is at 15% which is low and only attended one AGM in the last financial year. Since the company has not disclosed the reason for low board attendance voting against . Further, given the options to participate in board meetings via tele or video conference, we expect elected directors to attend board meetings.
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Holding position of Executive Chairman. Poor attendance at board meetings & AGMs.
  • Nippon India Mutual FundLow Attendance

  6 for5 against
• To approve the re-appointment of Mr. Deepak Agarwal (DIN: 00192890), Managing Director of the Company

  ›Against HSBC Mutual Fund, Motilal Oswal Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The proposed pay structure does not provide a clear distinction between Deepak Agarwal's fixed and variable pay. • There are no disclosures on the performance parameters and the corresponding targets on which his variable pay will be based. • The board has the authority to award an annual increment of 20% to Deepak Agarwal. Given the lack of appropriate disclosures, this flexibility might lead to discretionary payouts. • He will be paid the proposed remuneration notwithstanding the company's financials and the prescribed regulatory limits. • Deepak Agarwal's estimated pay is deemed to be high compared to industry peers.
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Remuneration not linked with performance. Gender bias in remuneration practice.

  9 for2 against
• The approve re-appointment of Mrs. Shweta Agarwal (DIN: 00619052), Whole-Time Director of the Company

  ›Against Axis Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundShweta Agarwal, 42, is a Whole-time Director and has been on the board since November 2006. She is a part of the promoter family and is the spouse of MD and CEO: Deepak Agarwal. She is responsible for brand development and new product launches. She has attended four out of seven (57%) of the board meetings held in FY23 and 11 out of 21 (52.4%) board meetings in the last three years. We expect directors to take their responsibility seriously and attend all board meetings, else, at the very least, 75% of the board meetings over a three-year period. She was paid Rs. 14.9 mn in FY23 which is 70.8X the median employee remuneration. We estimate her FY24 remuneration at Rs. 17.8 mn and FY25 remuneration at Rs. 22.7 mn. Although her absolute remuneration is not high, we do not support the resolution on account of her poor attendance record.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • Shweta Agarwal has attended less than 75 percent of board meetings over the most recent fiscal year, without a satisfactory explanation. • The proposed pay structure does not provide a clear distinction between her fixed and variable pay. • There are no disclosures on the performance parameters and the corresponding targets on which her variable pay will be based. • The board has the authority to award an annual increment of 20% to Shweta Agarwal. Given the lack of appropriate disclosures, this flexibility might lead to discretionary payouts. • She will be paid the proposed remuneration notwithstanding the company's financials and the prescribed regulatory limits.
  • Kotak Mahindra Mutual FundMrs. Shweta Agarwal, 42 is currently Whole-time Director at Bikaji Foods International Limited. She has over two decades of experience in food industry. She has been associated with the company for over two decades. Her role is liable to retire by rotation. Though compliant with law, her board attendance is at 13% which is low and only attended one AGM in the last financial year. Since the company has not disclosed the reason for low board attendance voting against . Further, given the options to participate in board meetings via tele or video conference, we expect elected directors to attend board meetings.
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Poor attendance at board meetings & AGMs. Remuneration not linked with performance.
  • Nippon India Mutual FundLow Attendance

  5 for6 against
• To approve the amendment of Articles of Association of the Company

  ›Against Axis Mutual Fund, HDFC Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundThe company seeks to adopt new articles post listing. We note that the company wants to amend certain existing clauses (clause 87: rotation of directors), remove certain clauses (Clause 108: Seal) and adopt and modify the new articles as per company requirements. Given the AoA is not accessible, we are unable to make an informed decision.
  • HDFC Mutual FundThe existing AoA has not been disclosed and thus, proposed changes cannot be compared with the last AoA

  8 for3 against

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

• RATIFICATION OF THE ‘BIKAJI FOODS INTERNATIONAL LIMITED - EMPLOYEE STOCK OPTION SCHEME 2021 – SCHEME I’

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted

  3 for1 against
• TO EXTEND THE BENEFITS UNDER ‘BIKAJI FOODS INTERNATIONAL LIMITED - EMPLOYEE STOCK OPTION SCHEME 2021 – SCHEME I’ TO THE EMPLOYEES OF SUBSIDIARY COMPANY (IES) [IN INDIA OR OUTSIDE INDIA]

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted

  3 for1 against
• RATIFICATION OF THE ‘BIKAJI FOODS INTERNATIONAL LIMITED - EMPLOYEE STOCK OPTION SCHEME 2021 – SCHEME II’

  4 for0 against
• TO EXTEND THE BENEFITS UNDER ‘BIKAJI FOODS INTERNATIONAL LIMITED - EMPLOYEE STOCK OPTION SCHEME 2021 – SCHEME II’ TO THE EMPLOYEES OF SUBSIDIARY COMPANY (IES) [IN INDIA OR OUTSIDE INDIA]

  4 for0 against
• RE-APPOINTMENT OF MR. SACHIN KUMAR BHARTIYA (DIN: 02122147) AS A NON-EXECUTIVE, NON-INDEPENDENT DIRECTOR OF THE COMPANY

  ›Against HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundThe shareholders would not get a chance to periodically review the appointment of the director as he is not liable to retire by rotation
  • Kotak Mahindra Mutual FundSachin Kumar Bhartiya, 44 is currently Founding Partner, Lighthouse Advisors India Private Limited. He has over a decade of experience in private equity and portfolio management services. He has been associated with the company for the last 8 years. His appointment as Nominee Non-Executive, Non-Independent Director of The Company meets statutory requirement. However, even though it is compliant with law, appointing non-retiring directors may led to appointments for a perpetual term. Such perpetual terms are not shareholder friendly in nature and are against the spirit of law, hence voting against.
  • Nippon India Mutual FundProposed appointment of director is not liable to retirement by rotation

  5 for3 against