NSE: ANGELONE
Commentary:
• Appointment & Evaluation of Directors 22 23: The Nomination & Remuneration Committee of the company follows the procedure as prescribed under The Companies Act, 2013, considering the relevant qualifications, industry experience, skill set, and value addition to the company. ANGELONE has adopted provisions that are in line with The Companies Act, 2013 and the Listing Regulations. The company follows the guidelines under Section 178, of The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the company also follows the Schedule IV of the Companies Act, 2013 to use as an evaluation mechanism for the Board. The Nomination & Remuneration Committee evaluates the performance of Director, key management personnel, and senior management personnel yearly or at required intervals. The performance of the Directors is evaluated across attendance, domain knowledge, vision, strategy, and engagement.
• Board Efficiency: The company reported an attendance of 100% for the Annual General Meeting (AGM) in FY24, with the average tenure of all board members being 4 years. The Board consists of 56% Independent Directors and the median age of the Board is 54 years. The company held 7 Board Meetings during FY24 with the maximum gap between them not being more than 120 days. The average attendance of the Board members was around 98% which demonstrates the commitment of the members towards the functioning of the company.
• Audit Committee: As of the end of FY24, the Audit Committee of the company consisted of three board members, namely, Ms. Mala Todarwal, the Chairperson for the committee, Mr. Krishna Iyer and Mr. Muralidharan Ramachandran, both Committee members. All members are Non-Executive Independent Directors except Mr. Iyer, indicating the independent functioning of the Committee. The Committee met six times during the FY24 where some of the Senior Management was also present whenever required.
• Nomination & Remuneration Committee: The NRC is headed by Mr. Krishnaswamy Arabadi Sridhar, who was appointed on 8th May 2023, after his predecessor Mr. Uday Sankar Roy ceased to be the Chairperson on the same date. The Committee has three other members, Mr. Dinesh Thakkar, the Chairman and Managing Director of the company, Ms. Mala Todarwal, a Non-Executive Independent Director, who’s also the Chairperson of the Audit Committee, Mr. Arunkumar Nerur Thiagarajan, another Non-Executive Independent Director. The Committee met twice in the FY24.
• Related-Party Transactions: The Company aligns its policy on the materiality of Related Party Transactions and the procedure of dealing with them to Section 188 of the Companies Act, 2013. The policy is placed to ensure the required approval and reporting standards are followed. The company has adopted its related party transactions policy keeping in mind the requirements of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015 on Related Party Transactions.
I. Remuneration to Directors & Their Relatives:
• Mr. Dinesh Thakkar, the Chairman & Managing Director received a total remuneration of ₹72 million and was also paid a divided of ₹809.09 million.
• Mr. Vijay Thakkar, the son of Mr. Thakkar, received ₹0.83 million in remuneration and ₹0.8 million in professional fees for the FY24.
• Mr. Vinay Thakkar, the other son of Mr. Thakkar, received a remuneration of ₹1.87 million in FY24 and was also owed Trade Payables of ₹12.51 million.
• Mr. Ashok Thakkar, the brother of Mr. Thakkar , was paid ₹125.49 million in terms of dividend in the FY24.
All these transactions were treated on arm’s length basis and were approved by the Audit Committee of the company.
Management Remuneration & Employee Pay Ratio:
Mr. Dinesh Thakkar, the Chairman and Managing Director had a remuneration of approximately ₹72 million in the FY24, which equalled a ratio of 178.89:1 when compared to the median remuneration, this ratio is significantly higher than the industry standard of 63.43:1. Mr. Thakkar’s remuneration also saw an increase of 25.45%.
The remuneration for Mr. Ketan Shah and Mr. Amit Majumdar was approximately ₹37.5 million and ₹39 million, respectively. When compared to the median remuneration, the ratios equalled 49.81:1 each.
Moreover, the Chief Financial Officer, Mr. Vineet Agrawal had a remuneration ratio of 49.81:1 and the Company secretary, Ms. Naheed Patel has a ratio of 9.11:1, while the increase in their salary was 14.35% and 17.82%, respectively compared to the median increase of the employee’s salary which was 16.79%.
Comparing these numbers to the company’s peers:
• 5paisa Capital Ltd.: The Managing Director and Chief Executive Officer (CEO). Mr. Narayan Gangadhar has a remuneration ration of 31.49:1. 24
• Motilal Oswal Financial Services Ltd.: Mr. Motilal Oswal, the Managing Director has a remuneration ratio of 58.95:1. 25
• ICICI Securities Ltd.: The Managing Director, Mr. Vijay Chandok had a ratio of 101.8:1, while the Executive Director, Mr. Ajay Saraf’s ratio was at 54:1. 26
• Nuvama Wealth Ltd.: Mr. Ashish Kehair, the Managing Director & CEO had a remuneration ratio of 53.81:1 and Mr. Shiv Sehgal, the Executive Director, had a ratio of 34.25:1. 27
• IIFLCAPS Securities Ltd.: The Managing Director, Mr. R. Venkataraman’s remuneration ratio stands at 71.12:1 and the Whole-Time Director, Mr. Narendra Deshmal Jain had a ratio of 18.86:1. 28
