Blue Star MD, chairman and AGM

• To receive, consider, and adopt the: (A) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, along 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

  29 for0 against
• To declare a final dividend of Rs 9 per equity share of the face value of Rs 2 each of the Company for the financial year ended March 31, 2025.

  29 for0 against
• To appoint a Director in place of Mr Dinesh Vaswani (DIN: 00306990), who retires by rotation, and being eligible, offers himself for re-appointment.

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

  • Angel One Mutual FundGovernance concern: The Company does not have required number of retiring directors on the Board and the proposed appointee has been a long-standing member of Nomination & Remuneration Committee.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern over the merits of proposed re-appointment. Governance concern: The Company does not have required number of retiring directors on the Board as required under Section 152 (6) (a) of the Companies Act, 2013 and the proposed appointee has been a long-standing member of NRC.

  25 for4 against
• Approval of Cost Auditors’ remuneration for Financial Year 2026

  29 for0 against
• Appointment of M/s MMJB & Associates LLP as Secretarial Auditors

  29 for0 against
• Re-appointment of Mr Vir S Advani (DIN: 01571278) as the Chairman & Managing Director of the Company for a period of five (5) years.

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Combined position of Managing Director and Chairman, concentration of power in the hands of a single person; Non-complaint with regard to requirement of retiring directors & proposed re-appointment on a non-retiring basis.
  • Groww Mutual Fund, Navi Mutual FundNo concern identified over the merits of appointee. Governance concern: Combined position of Managing Director and Chairman, concentration of power in the hands of a single person; Non-complaint with Section 152 of Companies Act, 2013, with regard to requirement of retiring directors & proposed re-appointment on a non-retiring basis.
  • Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern identified over the merits of appointee. Governance concern: Combined position of Managing Director and Chairman, concentration of power in the hands of a single person;

  23 for6 against

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

• Approval of ‘Blue Star Employees Stock Option Scheme 2024’

  ›Against Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund

  • Bank of India Mutual FundThe company proposes to grant 500,000 stock options amounting to ~0.24% of the paid up equity share capital. The scheme will be implemented through trust route. The company has clarified that 100% of the stock options granted will be linked to the company’s performance on certain performance criteria as may be prescribed by the NRC. The exercise price is at face value (Rs. 2.0), which is at a 99.9% discount to Rs. 1,789.3 (closing market price as on 9 September 2024). 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 market price. If the stock options are granted at face value, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters and the company has disclosed the performance targets for such parameters. We recognize that the grant of options will depend on annual performance rating (40% weightage), rating derived on basis of performance of the ‘division’ to which the employee belongs (40% weightage) and Talent Management Score of the employee (20% weightage). Further, vesting is performance based with vesting criteria including Individual Composite Annual Performance (40% weightage), achievement against Threshold % of Annual Budget Plan (ABP) Company Revenue (40% weightage) and achievement against threshold % of Annual Budget Plan (ABP) Company PBT (20% weightage). However, given that the company has not disclosed the actual performance targets for the annual budget plan (Revenue and PBT), we are unable to support the resolution.
  • Baroda BNP Paribas Mutual FundESOP granted at exercise price of face value which is not aligning the interest of the company with minority shareholders
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Kotak Mahindra Mutual FundThe company proposes to grant 500,000 stock options amounting to ~0.24% of the paid up equity share capital. The company has clarified that 100% of the stock options granted will be linked to the company s performance on certain performance criteria as may be prescribed by the NRC. However, the exercise price is at face value (Rs. 2.0). We do not favour ESOP schemes where the options can be granted at a significant discount to the market price. Hence voting against.

  20 for4 against
• Approval of Blue Star Employees Stock Option Scheme 2024 for the Employees of Group Companies including Subsidiary(ies) and/ or Associate Company(ies) of the Company

  ›Against Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund

  • Bank of India Mutual FundThrough resolution #2, the company seeks approval to extend ESOP 2024 to eligible employees of present and future group companies including subsidiaries and associates. While we support the grant of stock options to unlisted subsidiaries, we do not support extension of schemes to associate companies, as these associates may have their own ESOP Schemes currently or in the future. Further, there is no clarity on why the company seeks to extend the scheme to group companies: these may not have any business dealings with the company. Further, our view on the resolution is linked to our view on resolution #1. We do not support the resolution.
  • Baroda BNP Paribas Mutual FundESOP granted at exercise price of face value which is not aligning the interest of the company with minority shareholders
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Kotak Mahindra Mutual FundThrough resolution #2, the company seeks approval to extend ESOP 2024 to eligible employees of present and future group companies including subsidiaries and associates. While we support the grant of stock options to unlisted subsidiaries, we do not support extension of schemes to associate companies, as these associates may have their own ESOP Schemes currently or in the future. Further, our view on the resolution is linked to our view on resolution #1.

  20 for4 against
• Authorization to the Trust for Secondary Acquisition

  ›Against Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund

  • Bank of India Mutual FundThrough resolution #3, the company seeks approval to implement ESOS 2024 by way of acquisition of shares by the trust. Our view on this resolution is linked to our view on resolution #1. We do not support the resolution.
  • Baroda BNP Paribas Mutual FundESOP granted at exercise price of face value which is not aligning the interest of the company with minority shareholders
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Kotak Mahindra Mutual FundThrough resolution #3, the company seeks approval to implement ESOS 2024 by way of acquisition of shares by the trust. Our view on this resolution is linked to our view on resolution #1. We do not support the resolution

  20 for4 against
• Approval for provision of money by the Company to the Trust

  ›Against Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund

  • Bank of India Mutual Fund, Kotak Mahindra Mutual FundThrough resolution #4, the company seeks approval to provide financial support to the trust for acquisition of shares to implement ESOP 2024. The board will decide the amount of loan including providing guarantee or security for the loan granted by any Bank or Financial Institution or by way of any other permitted means and will be subject to the regulatory threshold of 5% of aggregate paid-up share capital and free reserves. Our view on this resolution is linked to our view on resolution #1. We do not support the resolution.
  • Baroda BNP Paribas Mutual FundESOP granted at exercise price of face value which is not aligning the interest of the company with minority shareholders
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price

  20 for4 against
• Revision in the terms of Remuneration of Mr B Thiagarajan, Managing Director

  ›Against Bank of India Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund

  • Bank of India Mutual FundB Thiagarajan, 67, is Managing Director of Blue Star Limited. He has been on the board since May 2013. He received Rs. 112.4 mn as remuneration in FY24, which was 103.5x of median employee remuneration. The company seeks approval to grant him stock options from ESOP 2024. Including fair value of stock options, we estimate his annual remuneration at Rs. 177.5 mn, which is high for size and complexity of the business and high when compared to peers. While the stock option grant is capped at 65% of fixed component in any financial year, stock options under ESOP 2024 are granted at a deep discount to market price (at face value). Further, the performance linked incentive is not capped in absolute terms, neither is there any guidance provided, therefore remuneration over the tenure may be higher. The company should cap the aggregate remuneration in absolute terms and disclose the performance parameters that govern his variable pay. Given the lack of clarity, do not support the resolution.
  • Groww Mutual FundCompliant with law. No concern identified. Governance and Transparency Concern: No clarity on past as well proposed remuneration of director.
  • Invesco Mutual FundB Thiagarajan, 67, is Managing Director of Blue Star Limited. He has been on the board since May 2013. He received Rs. 112.4 mn as remuneration in FY24, which was 103.5x of median employee remuneration. The company seeks approval to grant him stock options from ESOP 2024. Including fair value of stock options, we estimate his annual remuneration at Rs. 177.5 mn, which is high for size and complexity of the business and high when compared to peers. Further, the performance linked incentive is not capped in absolute terms, neither is there any guidance provided, therefore remuneration over the tenure may be higher. The company should cap the aggregate remuneration in absolute terms and disclose the performance parameters that govern his variable pay. Given the lack of clarity, we do not support the resolution
  • Kotak Mahindra Mutual FundB Thiagarajan, 67, is Managing Director of Blue Star Limited. He has been on the board since May 2013. He received Rs. 112.4 mn as remuneration in FY24, which was 103.5x of median employee remuneration. The company seeks approval to grant him stock options from ESOP 2024. Including fair value of stock options, we estimate his annual remuneration at Rs. 177.5 mn, which is high for size and complexity of the business and high when compared to peers. While the stock option grant is capped at 65% of fixed component in any financial year, stock options under ESOP 2024 are granted at a discount to market price (at face value). Further, the performance linked incentive is not capped in absolute terms, neither is there any guidance provided, therefore remuneration over the tenure may be higher. The company should cap the aggregate remuneration in absolute terms and disclose the performance parameters that govern his variable pay. Given the lack of clarity, we do not support the resolution.

  20 for4 against
• Appointment of Mr Ponnada Venkata Rao as an Executive Director - Projects, Solutions & International

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, ITI Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundNo concern identified over the merits of appointee. Governance concern: Proposed appointment will lead to non- compliance of Section 152 of companies act, 2013.
  • ITI Mutual FundNo adverse impact on the minority shareholders.

  23 for4 against

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

• 1 - To receive, consider and adopt:na)tthe Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, along with the reports of the Board of Directors and Auditors thereon; and nb)tthe Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the report of the Auditors thereon.MoreLess

  23 for0 against
• To declare a final dividend Rs 7 per equity share of Rs 2 each of the Company for the financial year ended March 31, 2024.

  25 for0 against
• To appoint a Director in place of Ms Sunaina Murthy (DIN: 07865860), who retires by rotation, and being eligible, offers herself for re-appointment.

  25 for0 against
• Approval of Cost Auditors’ remuneration for FY24 and FY25

  6 for0 against

• Appointment of Mr G Murlidhar (DIN: 03601196) as an Independent Director of the Company to hold office for a term of five consecutive years commencing from January 30, 2024 to January 29, 2029

  21 for0 against
• Appointment of Mr Vipin Sondhi (DIN: 00327400) as an Independent Director of the Company to hold office for a term of five consecutive years commencing from January 30, 2024 to January 29, 2029

  21 for0 against

• Re-appointment of Mr Arvind Singhal (DIN: 00709084) as an Independent Director of the Company to hold office for a second consecutive term of five years commencing from February 5, 2024 to February 4, 2029MoreLess

  ›Against Sundaram Mutual Fund

  • Sundaram Mutual FundArvind Singhal, 65, is founder and Managing Director at Technopak Advisors, a management consulting firm. He attended all seven board meetings in 2023. He holds an Engineering Degree from IIT-Roorkee (Electronics & Communication) and an MBA (Finance & Marketing) from UCLA, USA. Arvind Singhal is on the board of four listed companies (including Blue Star Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that as the founder and CMD of Technopak Advisors his responsibilities are equivalent to a whole-time directorship of a listed company. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support his reappointment.

  19 for1 against