Deepak Nitrite MD, chairman and AGM

• Appointment of Dr. Arvind Nath Agrawal (DIN: 00193566) as an Independent Director of the Company for a term of 3 (Three) consecutive years with effect from 28th June, 2025.

  27 for0 against
• Appointment of Ms. Bhumika Batra (DIN: 03502004) as an Independent Director of the Company for a term of Three (3) consecutive years with effect from 28th June, 2025.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: an Independent director should not be related to any existing Director on the Board, either by personal relation or by professional relation. She is related with the outgoing independent director's firm.
  • Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual FundMs. Bhumika Bhatra, 43, is a Partner at Crawford Bayley & Co. She has over 20 years of experience in corporate law including mergers, acquisitions, private equity investments, anti – corruption laws, competition laws, regulatory compliance and related aspects. She is on the board of five listed companies, including Deepak Nitrite 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 Partner at Crawford Bayley & Co., her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. Further, there has been a representative from Crawford Bayley & Co on the board since June 2019. The tenure of Sanjay Asher, Partner at Crawford Bayley & Co ends on 27 June 2025 and Ms. Bhumika Batra is being appointed as Independent Director for three years from 28 June 2025. While we recognize the need for legal expertise on the board, the company must explain the rationale for appointing partners from the same law firm. The company must consider appointing Ms. Bhumika Batra as a Non-Executive Non-Independent Director.
  • Canara Robeco Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundMs. Bhumika Bhatra, 43, is a Partner at Crawford Bayley & Co. She has over 20 years of experience in corporate law including mergers, acquisitions, private equity investments, anti – corruption laws, competition laws, regulatory compliance and related aspects. She is on the board of five listed companies, including Deepak Nitrite 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 Partner at Crawford Bayley & Co., her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. Further, there has been a representative from Crawford Bayley & Co on the board since June 2019. The tenure of Sanjay Asher, Partner at Crawford Bayley & Co ends on 27 June 2025 and Ms. Bhumika Batra is being appointed as Independent Director for three years from 28 June 2025. Although we recognize the need for legal expertise on the board, the company must explain the rationale of appointing partners from the same law firm. We do not support this resolution.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Incoming ID is related with the outgoing ID firm.
  • Mirae Asset Mutual FundLong standing association of the company with the same firm from which previous ID was appointed
  • Nippon India Mutual FundGovernance Concern: Candidate is related with the outgoing ID firm.

  13 for14 against
• Appointment of Shri Mahesh Ramchand Chhabria (DIN: 00166049) as an Independent Director of the Company for a term of Three (3) consecutive years with effect from 28th June, 2025.

  27 for0 against
• Re-appointment of Shri Punit Lalbhai (DIN: 05125502) as an Independent Director of the Company for a second term of Three (3) consecutive years with effect from 8th August, 2025.

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

  • Angel One Mutual FundGovernance concern: Pecuniary relationship with the Company.such relationship might lead to conflict of interest situation & does not consider such relationship a good governance practice.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Pecuniary relationship with the Company.

  21 for6 against
• Re-appointment of Shri Vipul Shah (DIN:00174680) as an Independent Director of the Company for a Term of Three (3) consecutive years with effect from 8th August, 2025.

  27 for0 against

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

• To receive, consider, approve and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon.nMoreLess

  24 for0 against
• To receive, consider, approve and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, together with Report of the Auditors thereon.

  24 for0 against
• To declare dividend of ¿ 7.50 (Rupees Seven and Paisa Fifty only), being 375%, per equity share of face value of ¿ 2.00 (Rupees Two only) each for the Financial Year ended March 31, 2024.

  23 for0 against
• To appoint a Director in place of Shri Ajay C. Mehta (DIN: 00028405), who retires by rotation at this Annual General Meeting, in terms of Section 152(6) of the Companies Act, 2013 and being eligible, has offered himself for re-appointment.MoreLess

  24 for0 against
• To appoint a Director in place of Shri Meghav Mehta (DIN: 05229853), who retires by rotation at this Annual General Meeting, in terms of Section 152(6) of the Companies Act, 2013 and being eligible, has offered himself for re-appointment.MoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundMeghav Mehta, 37, part of the promoter group is Executive Director & Chief Executive Officer of Deepak Chem Tech Limited and was Executive Director of Deepak Phenolics Limited, from 02 May 2019 till 01 May 2024. He has been on the board since May 2022 and retires by rotation. He attended all six board meetings and his reappointment is in line with statutory requirements. However, we believe aggregate promoter representation is high with four promoters – comprising 33% of the board. Board positions must not be treated as legacies and the company should either consider bringing on to the board seasoned professionals or ration the number of family members on the board.
  • Edelweiss Mutual FundLacks prroper experience.
  • Invesco Mutual FundMeghav Mehta, 37, part of the promoter group is Executive Director & Chief Executive Officer of Deepak Chem Tech Limited and was Executive Director of Deepak Phenolics Limited, from 02 May 2019 till 01 May 2024. He has been on the board since May 2022 and retires by rotation. He attended all six board meetings and his reappointment is in line with statutory requirements. However, we believe aggregate promoter representation is high with four promoters – comprising 33% of the board. Board positions must not be treated as legacies and the company should either consider bringing on to the board seasoned professionals or ration the number of family members on the board

  19 for5 against
• Ratification of remuneration of the Cost Auditors for the Financial Year 2024-25.

  23 for0 against

• Adoption of Deepak Nitrite Limited Employee Stock Option Scheme 2024 for grant of options to the eligible employees of Deepak Nitrite Limited

  ›Against HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundThe scheme provides for grant of stock options with an exercise price, at a deep discount to the current market price.The exact performance targets for vesting have not been disclosed.The proposal includes grant of stock options to employees of associate company without a compelling rationale.
  • Invesco Mutual FundUnder the scheme, the company proposes to grant 1,000,000 options to employees, which will result in a dilution of 0.73% on the expanded capital base. The exercise price has been declared at the face value Rs. 2.0. In case of ESOS 2024, vesting is primarily linked to continuation of employment and the NRC may determine performance parameters for vesting at its own discretion. We do not favour ESOP schemes where options are granted at a significant discount (greater than 20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at deep discount. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance-based parameters
  • Mirae Asset Mutual FundESOP exercise price at a significat discount
  • Navi Mutual FundUnder the scheme, the company proposes to grant 1,000,000 options to employees, which will result in a dilution of 0.73% on the expanded capital base. The exercise price has been declared at the face value Rs. 2.0. In case of ESOS 2024, vesting is primarily linked to continuation of employment and the NRC may determine performance parameters for vesting at its own discretion. We do not favour ESOP schemes where options are granted at a significant discount (greater than 20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at deep discount. Issuance of stock options at a significant discount to market price does not align the interests of shareholders with those of employees unless the options vest based on clear performance-based parameters.

  18 for5 against
• Adoption of Deepak Nitrite Limited Employee Stock Option Scheme 2024 for grant of options to the eligible employees of group company (including subsidiaries and associate companies) of Deepak Nitrite Limited under Scheme 2024.MoreLess

  ›Against Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual FundCompliant with law. Governance Concern: Scheme proposed to be extended to Associate Companies without compelling reason.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundThe scheme provides for grant of stock options with an exercise price, at a deep discount to the current market price.The exact performance targets for vesting have not been disclosed.The proposal includes grant of stock options to employees of associate company without a compelling rationale.
  • Invesco Mutual Fund, Navi Mutual FundThrough resolution #2, the company seeks to extend the grant of the ESOP 2024 scheme, to eligible employees of its group companies including its subsidiary company(ies) and associates. Our view on this resolution is linked to resolution #1. Additionally, we do not support ESOP schemes to be extended to employees of associate companies.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Zerodha Mutual FundThe Company has not provided adequate justification behind the rationale for this proposal.

  16 for7 against

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

• To receive, consider, approve and adopt the AuditednStandalone Financial Statements of the Company fornthe Financial Year ended March 31, 2023, togethernwith the Reports of the Board of Directors and thenAuditors thereon.MoreLess

  8 for0 against
• To receive, consider, approve and adopt the AuditednConsolidated Financial Statements of the Company fornthe Financial Year ended March 31, 2023, together withnReport of the Auditors thereon.

  7 for0 against
• To declare dividend of ₹ 7.50 (Rupees Seven and Paisa Fifty only), being 375%, per equity share of face value of ₹ 2.00 (Rupees Two only) each for the Financial Year ended March 31, 2023.

  11 for0 against
• To appoint a Director in place of Shri Maulik D.nMehta (DIN: 05227290), who retires by rotation at thisnAnnual General Meeting, in terms of Section 152(6) ofnthe Companies Act, 2013 and being eligible, has offerednhimself for re-appointment.MoreLess

  11 for0 against
• To appoint Shri Girish Satarkar (DIN: 00340116) as anDirector liable to retire by rotation, in place of ShrinSandesh Kumar Anand, who retires by rotation at thisnAnnual General Meeting and has not offered himself fornthe re-appointment.MoreLess

  10 for0 against
• Appointment of Shri Girish Satarkar (DIN: 00340116)nas Whole-time Director of the Company for a periodnof three years w.e.f. August 4, 2023 and payment ofnRemuneration to him.

  11 for0 against
• Re-appointment of Shri Deepak C. Mehta (DIN: 00028377)nas the Chairman & Managing Director of the Companynfor further period of 5 years w.e.f. December 14, 2023nand payment of Remuneration to him.

  ›Against Bandhan Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual FundCompliant with law. Governance concern: Executive Chairman, no cap on variable pay, Board discretion.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundDo not support the remuneration since he receives commission a wholly owned subsidiary. Believe this structure of paying remuneration via a subsidiary is not a good practice as it deprives shareholders of the opportunity to vote on that part of the remuneration. Further, as per the proposed remuneration structure, the commission is uncapped and at the discretion of the board. The company must cap the commission and the absolute amount of remuneration payable to him hence vote against the said resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on variable pay

  6 for5 against
• Re-appointment of Shri Dileep Choksi (DIN: 00016322)nas an Independent Director of the Company for a secondnterm of 3 consecutive years w.e.f. August 7, 2023.

  11 for0 against
• Payment of remuneration to Non-Executive Directors.

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The company has failed to specify the commission rate for non-executive directors. • There are concerns over the historical alignment of remuneration to non-executive directors with the company's performance. • The approval will be valid till perpetuity and shareholders will not get to review the payments in the future.
  • HDFC Mutual FundThe company has not defined a tenure for payment of commission. Hence, in effect, it is seeking approval for perpetuity.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundPerpetual approval, hence not approved
  • SBI Mutual FundThe resolution approved in the 2019 AGM allows the company to pay managerial remuneration in excess of regulatory limits under Section 197 (i.e., in excess of 1%) for all subsequent financial years from FY20 in perpetuity. In the past the commission paid has been within the range of 0.2% to 0.4% of net profits. However, the company has not capped the commission payable and 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 a chance to periodically review such payments, which is why we no don’t support the resolution.

  6 for5 against
• Payment of remuneration to Executive Directors whonare Promoters or members of Promoter Group.

  ›Against Bandhan Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual FundCompliant with law. Governance concern: No cap placed on the remuneration, no justification provided.
  • HDFC Mutual FundThe company has not capped the remuneration payable and it can be significantly high.
  • ICICI Prudential Mutual FundThe Company has not provided adequate disclosures regarding the remuneration to be paid nor has placed any absolute Cap. Absolute Remuneration paid to the promoter EDs have been increasing y-o-y basis but when compared to the Standalone net profit it has not increased comparatively.
  • Mahindra Manulife Mutual FundGovernance concern: At 11.0% of net profits (considering standalone profit before tax of FY23) the absolute cap on overall managerial remuneration aggregates to ~Rs 670.8 mn: which is high.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on remuneration

  3 for6 against
• Ratification of remuneration of the Cost Auditor for thenFinancial Year 2023-24.

  4 for0 against

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

• To receive, consider, approve and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2022, together with the Reports of the Board of Directors' and the Auditor's thereonMoreLess

  13 for0 against
• To receive, consider, approve and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022, together with the Report of Auditor's thereon

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundNon-disclosure of latest financial statements of Subsidiaries on the website

  12 for1 against
• To declare dividend of ₹ 7.00 (Rupees Seven only), being 350%, per equity share of face value of ₹ 2.00 (Rupees Two only) each for the Financial Year ended March 31, 2022

  13 for0 against
• To appoint a Director in place of Shri Ajay C. Mehta (DIN: 00028405), who retires by rotation at this Annual General Meeting, in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, has offered himself for re-appointmentMoreLess

  13 for0 against
• To appoint a Director in place of Shri Sanjay Upadhyay (DIN: 01776546), who retires by rotation at this Annual General Meeting, in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, has offered himself for reappointmentMoreLess

  13 for0 against
• To consider and approve re-appointment of Auditors

  4 for0 against
• To consider and ratify the remuneration of the Cost Auditors for the Financial Year 2022-23.

  6 for0 against

• Re-appointment of Shri Sanjay Upadhyay (DIN:01776546) as Director (Finance) and CFO of the Company with effect from 28th April, 2022 upto 31st July, 2026.

  14 for0 against
• Appointment of Shri Meghav Mehta (DIN:05229853) as a Non-Executive Director of the Company liable to retire by rotation, with effect from 4th May, 2022.

  ›Against Bank of India Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund

  • Bank of India Mutual Fund, Mahindra Manulife Mutual FundMeghav Mehta, 35, is son of promoter Deepak Mehta. He joined the Deepak Group in 2009 and is Executive Director, Deepak Phenolics Limited, a wholly owned subsidiary of the company. He is a Mechanical Engineer from the Rochester Institute of Technology (New York, USA) with a specialization in Material Science Technology and Alternative Energy. The aggregate promoter representation is high with four promoters on the board. We believe board positions must not be treated as legacies and the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  11 for3 against
• Re-appointment of Shri Sanjay Asher (DIN:00008221) as an Independent Director of the Company for a second term of 3 consecutive years with effect from 28th June, 2022.

  ›Against Bank of India Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual FundSanjay Asher, 58, is a practicing advocate and Senior Partner, Crawford Bailey & Co. He is also a Chartered Accountant and has over thirty years of experience in the field of law and corporate matters. He has attended all the board meetings held in FY22. Sanjay Asher serves on the boards of seven listed companies (including Deepak Nitrite Ltd). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that, as a Senior Partner within his own company, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • Kotak Mahindra Mutual FundSanjay Asher, 58 is currently the Senior Partner with Crawford Bayley & Co. He has over three decades of experience in field of law and corporate matters. He specializes in the fields of corporate law and commercial law, cross - border mergers and acquisitions, joint ventures, mergers and acquisitions and capitals markets. However, Sanjay Asher has directorships in fifteen companies and as Independent Director in over seven listed entities. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundHigh number of Directorships
  • SBI Mutual FundSBI MF does not have any doubt on the competency and capabilities of Mr Sanjay Asher and holds him in high regard. However, SEBI LODR allows IDs to sit on the boards of only 3 listed entities if they serve as a whole time director on a listed entity. SBIMF considers directors with other full-time roles that require large time commitment equivalent to WTDs and votes against their appointment/re-appointment on boards of more than 3 listed companies as an ID. Mr Sanjay Asher currently sits on 7 listed boards and is a practicing advocate and Senior Partner, Crawford Bailey & Co. While we note that he has attended all the meetings at all the boards where he is represented, and is a part of high profile committees across the country, which is a testimony to his expertise, however, we are voting against this resolution as we feel his time commitment towards all these responsibilities may be too stretched.

  9 for5 against
• Re-appointment of Ms. Purvi Sheth (Din:06449636) as an Independent Director of the Company for a second term of 3 consecutive years with effect from 28th June, 2022.

  14 for0 against
• Appointment of Shri Punit Lalbhai (DIN: 05125502) as an Independent Director of the Company for a term of 3 consecutive years with effect from 8th August, 2022.

  14 for0 against
• Appointment of Shri Vipul Shah (DIN:00174680) as an Independent Director of the Company for a Term of 3 consecutive years with effect from 8th August, 2022.

  14 for0 against
• Appointment of Shri Prakash Samudra (DIN:00062355) as an Independent Director of the Company for a Term of 3 consecutive years with effect from 8th August, 2022.

  14 for0 against