Zydus Lifesciences MD, chairman and AGM

• Adoption of Audited Standalone Financial Statements of the Company for the Financial Year ended on March 31, 2025, and the reports of the Board of Directors and Auditors thereon.

  25 for0 against
• Adoption of Audited Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2025, and the report of the Auditors thereon.

  25 for0 against
• Declaration of Final Dividend of Rs. 11/- (1,100%) per equity share of Re. 1/- each for the Financial Year ended on March 31, 2025.

  25 for0 against
• Re-appointment of Dr. Sharvil P. Patel (DIN-00131995) as a Director liable to retire by rotation.

  25 for0 against
• Ratification of remuneration to Cost Auditors.

  25 for0 against
• Re-appointment of Mr. Ganesh N. Nayak (DIN: 00017481) as a Director in employment of the Company for a further period of 5 years.

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundPrior shareholder approval not obtained for continuation beyond 70 years.
  • Baroda BNP Paribas Mutual FundWhole-time director cannot be appointed if the person is above the age of 70, unless a special resolution is passed.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI LODR Regulations: Prior shareholder approval not obtained for continuation beyond 70 years.
  • LIC Mutual FundConcern over: Prior shareholder approval not obtained for continuation beyond 70 years.

  15 for10 against
• Appointment of SPANJ & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company.

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

  • Angel One Mutual Fund, LIC Mutual FundTransparency concern: The Company has not disclosed the audit fee paid to the outgoing Secretarial Auditor; therefore, it is not possible to determine whether there has been a material change in the audit fee.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with Law. No concern on the merits of proposed Auditors. Transparency concern: The Company has not disclosed the audit fee paid to the outgoing Secretarial Auditor; therefore, it is not possible to determine whether there has been a material change in the audit fee.

  19 for6 against

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

• Adoption of Audited Standalone Financial Statements of the Company for the Financial Year ended on March 31, 2024 and the reports of the Board of Directors and Auditors thereon

  33 for0 against
• Adoption of Audited Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2024 and the report of the Auditors thereon

  33 for0 against
• Declaration of Final Dividend of Rs.3.00/- (300%) per equity share for the Financial Year ended on March 31, 2024

  33 for0 against
• Re-appointment of Mr. Pankaj R. Patel (DIN-00131852) as a Director liable to retire by rotation

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: NED Chairman related to MD.
  • JM Financial Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: Non Executive Director Chairman related to Managing Director.
  • Zerodha Mutual FundGovernance concern: Non-Executive Director Chairman related to MD.

  29 for4 against
• Re-appointment of Mr. Mukesh M. Patel (DIN-00053892) as a Director liable to retire by rotatin

  33 for0 against
• Ratification of remuneration of Cost Auditors

  33 for0 against
• Re-appointment of Mr. Ganesh N. Nayak (DIN-00017481) as the Whole Time Director, to be designated as Executive Director

  33 for0 against
• Appointment of Ms. Shelina P. Parikh (DIN-00468199) as an Independent Director

  33 for0 against

• Adoption of Standalone Audited Financial Statements of the Company for the Financial Year ended on March 31, 2023 and the reports of the Board of Directors and Auditors thereon

  20 for0 against
• Adoption of Consolidated Audited Financial Statements of the Company for the Financial Year ended on March 31, 2023 and the report of the Auditors thereon

  20 for0 against
• Declaration of Final Dividend of Rs. 6.00/- (600%) per equity share for the Financial Year ended on March 31, 2023

  20 for0 against
• Re-appointment of Dr. Sharvil P. Patel (DIN-00131995) as a Director liable to retire by rotation

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Skewed Remuneration in favor of promoter director.

  19 for1 against
• Re-appointment of Mr. Ganesh N. Nayak (DIN-00017481) as a Director liable to retire by rotation

  20 for0 against
• Re-appointment of Mr. Bhadresh K. Shah (DIN-00058177) as an Independent Director for the second term of 5 (five) consecutive years

  20 for0 against
• Ratification of remuneration to Cost Auditors

  20 for0 against

• Appointment of Mr. Akhil Monappa (DIN: 09784366) as an Independent Director of the Company.

  19 for0 against
• Appointment of Ms. Upasana Kamineni Konidela (DIN: 02781278) as an Independent Director of the Company.

  ›Against JM Financial Mutual Fund

  • JM Financial Mutual FundCompliant with Law. Governance Concern: Excessive Time Commitment.

  18 for1 against

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

• Adoption of Standalone Audited Financial Statements of the Company for the Financial Year ended on March 31, 2022 and the reports of the Board of Directors and Auditors thereon

  16 for0 against
• Adoption of Consolidated Audited Financial Statements of the Company for the Financial Year ended on March 31, 2022 and the report of the Auditors thereon

  16 for0 against
• Declaration of Final Dividend of Rs. 2.50/- (250%) per equity share for the Financial Year ended on March 31, 2022

  16 for0 against
• Re-appointment of Mr. Pankaj R. Patel (DIN-00131852) as a Director liable to retire by rotation

  ›Against Franklin Templeton Mutual Fund, SBI Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met and Pankaj Patel is non-independent director nominee.
  • SBI Mutual FundPankaj Patel, 69, is the promoter and Chairperson of the company. He attended all eight board meetings held in FY22. He retires by rotation and his reappointment is in line with statutory requirements. SBIMF’s internal proxy voting guidelines do not allow us to vote in favour of promoter directors’ appointment/re-appointment if the board is not 50% independent. We note that 4/8 directors have been classified as independent, however, 2 directors, Mr Apurva Diwanji and Mr Nitin Desai have been on the board for 19 and 11 years respectively. Such long tenured directors (>10 yrs) are not considered independent on SBIMF framework; therefore, the board is effectively 25% independent in our assessment. Hence we vote against the resolution

  14 for2 against
• Re-appointment of Mr. Mukesh M. Patel (DIN-00053892) as a Director liable to retire by rotation

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met and Mukesh Patel is non-independent director nominee.

  15 for1 against
• Re-appointment of Statutory Auditors

  15 for0 against
• Ratification of remuneration to Cost Auditors

  16 for0 against

• 1) Change name of the company to Zydus Lifesciences Limited from Cadila Healthcare Limited.

  1 for0 against
• 2) Approve alteration to Articles of Association (AoA) and Memorandum of Association (MoA) to reflect the change in name to Zydus Lifesciences Limited.

  1 for0 against
• 3) Re-appoint Dr.Sharvil P. Patel as Managing Director for five years from 1st April, 2022 and fix his remuneration.

  1 for0 against
• Alteration in the Memorandum of Association and the Articles of Association of the Company.

  11 for0 against
• Amend Memorandum of Association and the Articles of Association Re: Changes in Company Name

  1 for0 against
• Appproval to change the name of the Company from “Cadila Healthcare Limited” to “Zydus Lifesciences Limited”.

  1 for0 against
• Approve alteration to Articles of Association (AoA) and Memorandum of Association (MoA) to reflect the change in name to Zydus Lifesciences Limited

  5 for0 against
• Approve Reappointment and Remuneration of Sharvil P. Patel as Managing Director Designated as a Key Managerial Personnel

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The company has failed to specify the components of the executive's proposed remuneration package • The company has not disclosed the quantum/upper cap for the commission to be received by him and the board retains significant discretion in determining his pay outcomes. • His total pay quantum is considered excessive and aggressively positioned when compared to industry peers.

  0 for1 against
• Change Company Name

  1 for0 against
• Change in name of the Company.

  10 for0 against
• Change name of the company to Zydus Lifesciences Limited from Cadila Healthcare Limited

  5 for0 against
• Re-appointment of Dr. Sharvil P. Patel as the Managing Director of the Company for a further period of five years

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high

  0 for1 against
• Re-appointment of Dr. Sharvil P. Patel (DIN-00131995) as the Managing Director of the Company for a further period of 5 (five) years

  ›Against JM Financial Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PPFAS Mutual Fund

  • JM Financial Mutual Fund, LIC Mutual FundGovernance and transparency concern regarding the remuneration. Holds 2 full-time positions
  • Nippon India Mutual FundInsufficient Information
  • NJ Mutual FundInadequate disclosures regarding remuneration. Holds 2 full-time positions.
  • PPFAS Mutual Fund•The Company has neither disclosed the exact details of the remuneration components payable nor placed an absolute cap on the total remuneration of the Director. •Also, he holds 2 full-time positions in companies with no holding/ subsidiary relationship.

  5 for5 against
• Reappoint Dr. Sharvil P. Patel (DIN: 00131995) as Managing Director for five years from 1 April 2022 and fix his remuneration

  ›Against DSP Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund

  • DSP Mutual Fund, Mahindra Manulife Mutual FundDr. Sharvil Patel, 43, is part of the promoter group and has been the Managing Director of the company since 1 April 2017.On being appointed as Managing Director in FY18, his remuneration increased by more than 100% to Rs. 250 mn in FY18 from Rs. 120 mn in FY17 (as Joint Managing Director). Thereafter, he was consistently paid around Rs. 250 mn in each year without any disclosures of the proportion of variable pay (except for FY21). He was paid Rs. 262.5 mn as remuneration for FY21, which was 570.7x times the median employee remuneration. There is no clarity on the proposed remuneration or its structure. We estimate his FY23 remuneration to be in range of Rs. 288.8 mn - Rs. 493.2 mn as the company has stated that the remuneration will not exceed regulatory thresholds. Even at the lower end this is high when compared to peers. We do not favour company’s seeking such blanket approvals, as it deprives the other shareholders the opportunity to take an informed decision on remuneration.
  • Mirae Asset Mutual FundIn line with internal voting guidelines (passive holding)

  2 for3 against
• To alter the Memorandum of Association and the Articles of Association of the Company

  1 for0 against
• To approve, alteration in the Memorandum of Association and the Articles of Association of the Company.

  1 for0 against
• To approve, change in name of the Company from “Cadila Healthcare Limited” to “Zydus Lifesciences Limited.”

  1 for0 against
• To approve change of name of the Company from “Cadila Healthcare Limited” to “Zydus Lifesciences Limited”.

  1 for0 against
• To approve, re-appointment of Dr. Sharvil P. Patel (DIN-00131995) as the Managing Director of the Company for a further period of 5 years with effect from April 1, 2022 to March 31, 2027.

  1 for0 against
• To re-appoint Dr. Sharvil P. Patel (DIN-00131995) (“the Appointee”) as the Managing Director (Designated as a Key Managerial Personnel) of the Company for a further period of 5 (five) years with effect from April 1, 2022 to March 31, 2027 and to fix remunerationMoreLess

  1 for0 against