Sai Life Sciences Limited has informed the Exchange regarding 'Reply to InGovern Research Services Pvt Ltd on recommendation of Postal Ballot Notice (underof SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018'.
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Sai Life Sciences has formally responded to proxy advisor InGovern Research, which had recommended that shareholders vote AGAINST the appointment of Mr. Sivaramakrishnan Chittor as Whole-Time Director in the ongoing postal ballot. InGovern's concerns included lack of specific performance metrics for his remuneration, absence of peer comparison data, no cap on year-on-year salary hikes, no monetary ceiling on total pay, and non-disclosure of FY24-25 remuneration. The company defended the resolution, noting that Mr. Chittor has been with the firm since 2009 (serving as CFO/COO and leading the IPO), that variable pay is tied to EBITDA targets and company policy, and that Section 197 of the Companies Act already caps total managerial remuneration. The company also disclosed that Mr. Chittor's FY23-24 remuneration was INR 43.70 million as per the DRHP prospectus. Sai Life has urged InGovern to share its response and revise its recommendation.
This is a routine corporate governance engagement with a proxy advisor and does not change the underlying business or financials. Shareholders voting in the postal ballot should weigh the company's clarifications against InGovern's concerns before deciding on Mr. Chittor's appointment as Whole-Time Director.