Aavas Financiers CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 16 Sep 2025, 20 fund houses

• 1 - ADOPTION OF AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON

  20 for0 against
• 2 - APPROVE REMUNERATION OF JOINT STATUTORY AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2025-26.

  20 for0 against
• 3 - APPROVE THE APPOINTMENT OF MR. ELCID VERGARA, (DIN: 10769790) AS A NON-EXECUTIVE NOMINEE DIRECTOR

  20 for0 against
• 4 - APPROVE THE APPOINTMENT OF MR. ANANT JAIN, (DIN: 06648006) AS A NON-EXECUTIVE NOMINEE DIRECTOR.

  20 for0 against
• 5 - APPROVE THE APPOINTMENT OF MR. NIKHIL OMPRAKASH GAHROTRA, (DIN: 01277756) AS A NON-EXECUTIVE NOMINEE DIRECTOR.

  20 for0 against
• 6 - APPROVE THE APPOINTMENT OF MRS. NEHA SUREKA, (DIN: 10759936) AS A NON-EXECUTIVE NOMINEE DIRECTOR.

  20 for0 against
• 7 - APPROVE THE APPOINTMENT OF MR. SIDDHARTH TAPASWIN PATEL, (DIN: 07803802) AS A NON-EXECUTIVE NOMINEE DIRECTOR

  20 for0 against
• 8 - APPROVE REVISION IN THE REMUNERATION OF MR. SACHINDERPALSINGH JITENDRASINGH BHINDER (DIN: 08697657) MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER OF THE COMPANY

  ›Against Axis Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundSachinderpalsingh Jitendrasingh Bhinder, 52, was appointed as the Managing Director and CEO for five years from 3 May 2023. Prior to joining Aavas, he was with Kotak Mahindra Bank Limited, serving as Executive Vice President in the Mortgage division. He has over 25 years of experience in P&L Management, Business Development, Partnerships, Strategic Alliances, Compliance & Governance with Kotak Mahindra Bank, ICICI Lombard GIC, Standard Chartered and HDFC Limited. He was paid Rs. 244.0 mn in FY25 including fair value of stock options granted in the year. We recognize he is a professional whose skills carry market value. However, we do not support the resolution on account of the open-ended remuneration structure. While his cash pay (fixed and variable) is capped, there is no clarity on the stock options that he is eligible to receive: stock options comprised the largest portion of his FY25 compensation. The resolution gives flexibility to the nomination and remuneration committee to decide the stock options, without any tangible contours. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, especially given the change in management control in FY26, we do not support the resolution. Additionally, the company must disclose the basis on which the variable pay will be made (in terms of targets to be achieved). We do not support the resolution.
  • Jio BlackRock Mutual FundSachinderpalsingh Jitendrasingh Bhinder, 52, was appointed as the Managing Director and CEO for five years from 3 May 2023. Prior to joining Aavas, he was with Kotak Mahindra Bank Limited, serving as Executive Vice President in the Mortgage division. He has over 25 years of experience in P&L Management, Business Development, Partnerships, Strategic Alliances, Compliance & Governance with Kotak Mahindra Bank, ICICI Lombard GIC, Standard Chartered and HDFC Limited.He was paid Rs. 244.0 mn in FY25 including fair value of stock options granted in the year. We recognize he is a professional whose skills carry market value. However, we do not support the resolution on account of the open-ended remuneration structure. While his cash pay (fixed and variable) is capped, there is no clarity on the stock options that he is eligible to receive: stock options comprised the largest portion of his FY25 compensation. The resolution gives flexibility to the nomination and remuneration committee to decide the stock options, without any tangible contours. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, especially given the change in management control in FY26, we do not support the resolution. Additionally, the company must disclose the basis on which the variable pay will be made (in terms of targets to be achieved). We do not support the resolution.
  • Mirae Asset Mutual Fundas per advisory (passive holding)

  17 for3 against
• 9 - APPROVE THE APPOINTMENT OF M/S CHANDRASEKARAN ASSOCIATES, PRACTICING COMPANY SECRETARIES, AS SECRETARIAL AUDITORS OF THE COMPANY.

  20 for0 against
• 10 - APPROVE THE INCREASE IN THE BORROWING POWERS IN EXCESS OF PAID-UP SHARE CAPITAL, FREE RESERVES AND SECURITIES PREMIUM OF THE COMPANY UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013

  20 for0 against
• 11 - APPROVE THE CREATION OF CHARGES ON ASSETS OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013, TO SECURE BORROWINGS MADE/TO BE MADE UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013.MoreLess

  20 for0 against
• 12 - APPROVE THE ISSUANCE OF NON-CONVERTIBLE DEBENTURES, IN ONE OR MORE TRANCHES ON PRIVATE PLACEMENT BASIS

  20 for0 against
• 13 - APPROVE THE‘AAVAS FINANCIERS LIMITED - EQUITY STOCK OPTION PLAN – 2025’ ("ESOP-2025").

  ›Against Axis Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundUnder the scheme, 70% of the options have performance-based vesting while 30% have time-based vesting. As per the scheme, the quantum of first grant will be upto 65% of the share pool and remaining 35% options will be made in subsequent grants. The exercise price of the first grant will be fixed at Rs. 1,700 per option and the exercise price for the remaining 35% of the grants made under the plan shall be the prevailing Market price or at a limit of upto 20% discount on market price at the time of grant. We recognize the contours of 35% of the scheme are within our voting guidelines as the exercise price for the stock options granted will be at market price or upto 20% discount to the market price. However, the exercise price for 65% of the grants is fixed at Rs. 1,700 per option. Given the exercise price is fixed, the discount can increase depending on the movement of the market price. Further, the vesting of performance stock options is based on achievement of PAT and GNPA thresholds. However, the company has not disclosed indicative weightages for PAT and GNPA and their respective targets: which can be decided by the Nomination and remuneration committee at their discretion. We believe the company should disclose the targets in the meeting notice or in cases where the company chooses not to disclose the indicative weightages and targets in the resolution, it must clarify that in subsequent annual reports, it will disclose the targets that were expected to be achieved for each of the performance measures and the performance that was achieved, for vesting to take place. We do not support the resolution.
  • Mirae Asset Mutual Fundas per advisory (passive holding)

  17 for3 against

Mutual fund votes, meeting of 28 Mar 2025, 22 fund houses

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

• 1 - TO APPROVE THE ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS ON THE BOARD.

  22 for0 against
• 2 - TO APPROVE THE ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO INCLUDE DIRECTOR NOMINATION RIGHTS OF PROMOTER AND RELEVANT DEFINITIONS

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, WhiteOak Capital Mutual Fund

  • Angel One Mutual FundGovernance concern: Provisions which might undermine the role of Nomination and Remuneration Committee; Disproportionate rights to nominate 5 directors with 10% equity
  • Axis Mutual FundIn August 2024, CVC Capital Partners and their affiliates entered into a share sale agreement to acquire 20.5 mn equity shares constituting 26.47% equity from Kedaara Capital. This triggered a mandatory open offer to acquire an additional 26% equity from public shareholders. The transaction, change in management and the open offer was approved by the RBI on 4 February 2025 and subsequently CVC Capital Partners will acquire controlling stake in the company and shall be classified as promoters. The company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters. Through this resolution, the promoters (CVC Capital Partners) are entitled to nominate five directors till their shareholding is equal to, or greater than 10% of the share capital. Further, two out of the five nominee directors and the nominee of debenture trustee (if any) would not be liable to retire by rotation, against which the current SEBI regulations provide sufficient guardrails. While the company has disclosed the articles being changed, it should have disclosed the draft AoA on the website.We note that a 10% threshold aligns with the minimum shareholding required for other public shareholders to be able to propose a resolution. However, the article grants promoters the ability to control a large majority of the board, with five nominee directors, even at a relatively low shareholding threshold of 10%. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law; Governance concern: Provisions which might undermine the role of NRC Committee; Disproportionate rights to nominate 5 directors with 10% equity.
  • HDFC Mutual FundThe minimum shareholding threshold required for strategic investors to appoint a nominee director is low. We do not support the resolution.
  • ICICI Prudential Mutual FundThe company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters (CVC Capital Partners). Through this resolution, the new promoters will be entitled to nominate five directors till their shareholding is equal to, or greater than 10% of the share capital. The threshold at 10% shareholding for such rights to continue is low in our opinion. Therefore, the AMC has voted against the resolution.
  • Invesco Mutual Fund, WhiteOak Capital Mutual FundIn August 2024, CVC Capital Partners and their affiliates entered into a share sale agreement to acquire 20.5 mn equity shares constituting 26.47% equity from Kedaara Capital. This triggered a mandatory open offer to acquire an additional 26% equity from public shareholders. The transaction, change in management and the open offer was approved by the RBI on 4 February 2025 and subsequently CVC Capital Partners will acquire controlling stake in the company and shall be classified as promoters. The company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters. Through this resolution, the promoters (CVC Capital Partners) are entitled to nominate five directors till their shareholding is equal to, or greater than 10% of the share capital. Further, two out of the five nominee directors and the nominee of debenture trustee (if any) would not be liable to retire by rotation, against which the current SEBI regulations provide sufficient guardrails. While the company has disclosed the articles being changed, it should have disclosed the draft AoA on the website. We note that a 10% threshold aligns with the minimum shareholding required for other public shareholders to be able to propose a resolution. However, the article grants promoters the ability to control a large majority of the board, with five nominee directors, even at a relatively low shareholding threshold of 10%. Therefore, we do not support the resolution.
  • Kotak Mahindra Mutual FundIn August 2024, CVC Capital Partners and their affiliates entered into a share sale agreement to acquire 20.5 mn equity shares constituting 26.47% equity from Kedaara Capital. This triggered a mandatory open offer to acquire an additional 26% equity from public shareholders. The transaction, change in management and the open offer was approved by the RBI on 4 February 2025 and subsequently CVC Capital Partners will acquire controlling stake in the company and shall be classified as promoters. The company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters. Through this resolution, the promoters (CVC Capital Partners) are entitled to nominate five directors till their shareholding is equal to, or greater than 10% of the share capital. Further, two out of the five nominee directors and the nominee of debenture trustee (if any) would not be liable to retire by rotation, against which the current SEBI regulations provide sufficient guardrails. We note that a 10% threshold aligns with the minimum shareholding required for other public shareholders to be able to propose a resolution. However, the article grants promoters the ability to control a large majority of the board, with five nominee directors, even at a relatively low shareholding threshold of 10%. Therefore, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon Compliant with law
  • Quantum Mutual FundWe take note that the proposed alteration provides for nomination of 5 nominee directors to the purchasers viz Lake District Holdings Limited, Partners Group ESCL Limited and Partners Group Private Equity provided that hold 10% share capital in the company. As per Dec’24 filings, District Holdings Limited hold 15.6% stake while the Partners Group collectively hold 10.87% stake in the company. We are of the view that nomination rights provided under the AoA is disproportion to the skin in the game held by the purchasers. Further, excluding Independent Directors, the Nominated Directors will form majority on the total board composition. We are of the view that such nomination rights will supersede the role of NRC Committee in the company. Therefore, we do not favour the resolution.

  4 for16 against
• 3 - TO APPROVE THE ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO INCLUDE DIRECTOR NOMINATION RIGHTS OF PROMOTER ON THE COMMITTEES OF THE BOARD

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, WhiteOak Capital Mutual Fund

  • Angel One Mutual FundGovernance concern: Positions should be determined considering the role of the committee and the expertise of the Director and not on the basis of any special rights.
  • Axis Mutual FundIn August 2024, CVC Capital Partners and their affiliates entered into a share sale agreement to acquire 20.5 mn equity shares constituting 26.47% equity from Kedaara Capital. This triggered a mandatory open offer to acquire an additional 26% equity from public shareholders. The transaction, change in management and the open offer was approved by the RBI on 4 February 2025 and subsequently CVC Capital Partners will acquire controlling stake in the company and shall be classified as promoters. The company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters. This amendment allows CVC Capital to appoint their nominees on board committees. While the company has disclosed the articles being changed, it should have disclosed the draft AoA on the website.We do not support committee nomination rights irrespective of an embedded minimum shareholding threshold – since the determination of committee composition is the board’s prerogative and must be decided by the board independently. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law; Governance concern: Positions should be determined considering the role of the committee and the expertise of the Director and not on the basis of any special rights.
  • HDFC Mutual FundWe do not support committee nomination rights irrespective of an embedded minimum shareholding threshold – since the determination of committee composition is the board’s prerogative and must be decided by the board independently. We do not support the resolution.
  • ICICI Prudential Mutual FundThe company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters (CVC Capital Partners). Through this resolution, the new promoters will be entitled to nominate five directors till their shareholding is equal to, or greater than 10% of the share capital. The threshold at 10% shareholding for such rights to continue is low in our opinion. Therefore, the AMC has voted against the resolution.
  • Invesco Mutual FundIn August 2024, CVC Capital Partners and their affiliates entered into a share sale agreement to acquire 20.5 mn equity shares constituting 26.47% equity from Kedaara Capital. This triggered a mandatory open offer to acquire an additional 26% equity from public shareholders. The transaction, change in management and the open offer was approved by the RBI on 4 February 2025 and subsequently CVC Capital Partners will acquire controlling stake in the company and shall be classified as promoters. The company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters. This amendment allows CVC Capital to appoint their nominees on board committees. While the company has disclosed the articles being changed, it should have disclosed the draft AoA on the website. We do not support committee nomination rights irrespective of an embedded minimum shareholding threshold – since the determination of committee composition is the board’s prerogative and must be decided by the board independently. We do not support the resolution
  • Kotak Mahindra Mutual FundIn August 2024, CVC Capital Partners and their affiliates entered into a share sale agreement to acquire 20.5 mn equity shares constituting 26.47% equity from Kedaara Capital. This triggered a mandatory open offer to acquire an additional 26% equity from public shareholders. The transaction, change in management and the open offer was approved by the RBI on 4 February 2025 and subsequently CVC Capital Partners will acquire controlling stake in the company and shall be classified as promoters. The company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters. This amendment allows CVC Capital to appoint their nominees on board committees. We do not support committee nomination rights irrespective of an embedded minimum shareholding threshold since the determination of committee composition is the board s prerogative and must be decided by the board independently. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon Compliant with law
  • Quantum Mutual FundWe take note that the alteration of the AoA provides for appointment of 1 out of 5 nominee directors of every purchaser to each of the committee or sub-committee of the Board. We are of the view that that, committee members should be appointed considering the committee responsibilities and the expertise and skills of the Director and not on the basis of any special rights. Further, we are of the view that the board committees like Audit Committees and Nomination and Remuneration Committee should be 100% independent as per best governance practices. Given that the nomination rights might vitiate the 100% independence requirement as per our internal standards, we do not favour the resolution.
  • WhiteOak Capital Mutual FundIn August 2024, CVC Capital Partners and their affiliates entered into a share sale agreement to acquire 20.5 mn equity shares constituting 26.47% equity from Kedaara Capital. This triggered a mandatory open offer to acquire an additional 26% equity from public shareholders. The transaction, change in management and the open offer was approved by the RBI on 4 February 2025 and subsequently CVC Capital Partners will acquire controlling stake in the company and shall be classified as promoters. The company proposes to amend the AoA to remove rights of the erstwhile promoters and grant special rights to the new promoters. This amendment allows CVC Capital to appoint their nominees on board committees. While the company has disclosed the articles being changed, it should have disclosed the draft AoA on the website. We do not support committee nomination rights irrespective of an embedded minimum shareholding threshold – since the determination of committee composition is the board’s prerogative and must be decided by the board independently. We do not support the resolution.

  4 for16 against

Mutual fund votes, meeting of 7 Aug 2024, 19 fund houses

• 1 - To consider and adopt:n(a) 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 Auditors thereon; andn(b) the audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 together with the report of the Auditors thereon.MoreLess

  19 for0 against
• 2 - To appoint a Director in place of Mr. Nishant Sharma, (DIN: 03117012), who retires by rotation and being eligible, offers himself for re-appointment.

  19 for0 against
• 3 - To appoint a Director in place of Mr. Manas Tandon, (DIN: 05254602), who retires by rotation and being eligible, offers himself for re-appointment.

  19 for0 against
• 4 - To approve the appointment of Joint Statutory Auditors of the Company and to fix their remuneration.

  ›Against Axis Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, WhiteOak Capital Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual Fund, WhiteOak Capital Mutual FundAs per RBI guidelines, the bank will need to appoint a minimum of two joint statutory auditors. Aavas Financiers proposes to appoint M S K A & Associates and Borkar & Muzumdar as Joint Statutory Auditors for three years from the conclusion of 2024 AGM till the conclusion of 2027 AGM. The joint statutory auditors shall be paid statutory audit fees of aggregate Rs. 12.5 mn for FY25 (Rs. 10.3 mn paid in FY24 to outgoing statutory auditor: Walker Chandiok & Co.). In March 2019, CARE Limited had appointed Borkar & Muzumdar to conduct an enquiry regarding allegations made by whistleblowers. Based on SEBI’s observations of the report issued by Borkar & Mazumdar, we raise concerns regarding deficiencies in the enquiry conducted by the audit firm. Thus, we do not support their appointment as statutory auditors.
  • Groww Mutual Fund, PGIM India Mutual FundCompliant with law. Governance & Transparency concern: No clarity regarding allocation of proposed audit fee payable between the Joint Statutory Auditors.
  • Invesco Mutual FundAs per RBI guidelines, the bank will need to appoint a minimum of two joint statutory auditors. Aavas Financiers proposes to appoint M S K A & Associates and Borkar & Muzumdar as Joint Statutory Auditors for three years from the conclusion of 2024 AGM till the conclusion of 2027 AGM. The joint statutory auditors shall be paid statutory audit fees of aggregate Rs. 12.5 mn for FY25 (Rs. 10.3 mn paid in FY24 to outgoing statutory auditor: Walker Chandiok & Co.). In March 2019, CARE Limited had appointed Borkar & Muzumdar to conduct an enquiry regarding allegations made by whistleblowers. Based on SEBI’s observations of the report issued by Borkar & Mazumdar, we raise concerns regarding deficiencies in the enquiry conducted by the audit firm. Thus, we do not support their appointment as statutory auditors

  13 for6 against
• 5 - To approve the appointment of Mr. Rahul Mehta, (DIN: 09485275) as a Non-Executive Nominee Director.

  19 for0 against
• 6 - To approve the re-appointment of Mrs. Soumya Rajan (DIN: 03579199) as an Independent Director of the Company.

  ›Against Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund

  • Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed appointee is the NRC chairperson and ESOPs repricing done during the year without adequate justification.
  • Quantum Mutual FundWe do not have any concern on the profile, time commitments and attendance of Mrs. Soumya Rajan. However, it may be noted that she is the head of NRC which manages the company’s ESOP scheme. The Company via Postal Ballot dated 8th May 2023 has proposed repricing of Stock Options granted under ESOP-2020, ESOP 2021 and ESOP 2022 stating the price of shares of the Company has fallen below the exercise price, and hence, became unattractive for the eligible employees. The proposed repricing of ESOPs was rejected by the shareholders. We are of the view that re-pricing of options defeats the entire objective behind equity-based payment by eliminating the downside risk of options as it provides a safety net which removes the investment risk attached to such options and may incentivize management to take unjustifiable risks. In effect, re-pricing ensures that employees receive returns without taking any risk and therefore, removes the element of performance-based pay from such remuneration. Since, Mrs. Rajan holds the position of chairperson of NRC and might have been involved in the decision of repricing of options, we do not favour her reappointment on the board.

  14 for5 against
• 7 - To approve increase in the borrowing powers in excess of Paid-up Share Capital, Free Reserves and Securities Premium of the Company under Section 180(1)(c) of the Companies Act, 2013

  19 for0 against
• 8 - To approve creation of charges on assets of the Company under Section 180(1)(a) of the Companies Act, 2013 to secure borrowings made/to be made under section 180(1)(c) of the Companies Act, 2013.

  19 for0 against
• 9 - To approve issuance of Non-Convertible Debentures, in one or more tranches / issuances on Private Placement Basis.

  19 for0 against
• 10 - To approve the ‘Aavas Financiers Limited -nPerformance Stock Option Plan- 2024’ ( PSOP-2024 ).

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundThe dilution as a result of the above fresh issuance of 400,000 shares will be limited to 0.5% over the expanded capital base. The exercise price at face value of Rs. 10.0 each is at a significant discount (~99.4%) to the current market price of Rs 1,738.4 per share (as on 21 July 2024). We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. While the company has stated that vesting of units of the stock options under PSOP 2024 will be linked to company performance parameters such as profitability, asset quality (gross NPA) and other parameters as decided by the NRC, there is no specificity around it. Moreover, there are no targets disclosed for the performance metrics. We require companies to disclose specific parameters with a pre-defined range of achievements where stock options are granted at deep discount to market price. Given that the stock options can be granted at face value, we do not support the scheme.
  • Edelweiss Mutual FundWill lead to dilution of shares
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • Invesco Mutual FundThe dilution as a result of the above fresh issuance of 400,000 shares will be limited to 0.5% over the expanded capital base. The exercise price at face value of Rs. 10.0 each is at a significant discount (~99.4%) to the current market price of Rs. 1,738.4 per share (as on 21 July 2024). We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. While the company has stated that vesting of units of the stock options under PSOP 2024 will be linked to company performance parameters such as profitability, asset quality (gross NPA) and other parameters as decided by the NRC, there is no specificity around it. Moreover, there are no targets disclosed for the performance metrics. We require companies to disclose specific parameters with a pre-defined range of achievements where stock options are granted at deep discount to market price. Given that the stock options can be granted at face value, we do not support the scheme
  • Kotak Mahindra Mutual FundThe company has proposed a Performance Stock Option Scheme (PSOP 2024) where the stock options offered will be at face value. While the number of options will be restricted to 400k options / 0.5% of outstanding share capital, we believe issuing of shares at face value should be discouraged as it does not align with the interest of the minority shareholders. Besides, the company plans to include all employees including the MD and other senior employees of the company for the scheme who already might be entitled to ESOPs under other schemes. Hence voting against the resolution.

  13 for6 against

Mutual fund votes, meeting of 6 Nov 2023, 14 fund houses

• To approve the ‘Aavas Financiers Limited - Performance Stock Option Plan- 2023’ ( PSOP-2023 )

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundPSUs are being granted at a significant discount to market price

  13 for1 against
• To approve payment of commission payable to Non-Executive Directors of the Company

  14 for0 against

Mutual fund votes, meeting of 19 Jul 2023, 14 fund houses

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

• To consider and adopt:n(a) the audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the reports of the Board of Directors and Auditors thereon; andn(b) the audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the report of the Auditors thereon.nMoreLess

  13 for0 against
• To appoint a Director in place of Mr. Vivek Vig, (DIN: 01117418), who retires by rotation and being eligible, offers himself for re-appointment.

  13 for0 against
• To appoint a Director in place of Mr. Kartikeya Dhruv Kaji, (DIN: 07641723), who retires by rotation and being eligible, offers himself for re-appointment.

  13 for0 against
• To consider and approve the remuneration of Statutory Auditors of the Company for the Financial Year 2023-24.

  13 for0 against
• To approve the appointment of Mr. Sachinderpalsingh Jitendrasingh Bhinder (DIN: 08697657) as Director of the Company

  12 for0 against
• To approve the appointment of Mr. Sachinderpalsingh Jitendrasingh Bhinder (DIN: 08697657) as Managing Director of the Company.

  13 for0 against
• To approve alteration in the Articles of Association of the Company.

  13 for0 against
• To approve increase in the borrowing powers in excess of Paid-up Share Capital, Free Reserves and Securities Premium of the Company under Section 180(1)(c) of the Companies Act, 2013.

  12 for0 against
• To approve creation of charges on assets of the Company under Section 180(1)(a) of the Companies Act, 2013 to secure borrowings made/to be made under section 180(1)(c) of the Companies Act, 2013.

  13 for0 against
• To approve issuance of Non-Convertible Debentures, in one or more tranches / issuances on Private Placement Basis.

  13 for0 against

Mutual fund votes, meeting of 8 May 2023, 13 fund houses

• REPRICING OF STOCK OPTIONS GRANTED UNDER EQUITY STOCK OPTION PLAN FOR EMPLOYEES – 2020

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, ITI Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual Fund, ITI Mutual FundRe-pricing of equity stock option plans for employees provide an undue advantage to the employees of the Company; Against the interest of existing shareholders in absence of compelling justification
  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundFrom the ESOP 2020 scheme of 0.3 mn options, the company seeks to reprice all 0.3 mn active options to Rs. 1,690.4 per option from Rs. 2,887.05 per option. All the 0.3 mn options under the scheme are outstanding. All other terms and conditions remain unchanged. At the time of approving the original ESOP plan, the company had issued ESOPs at market price. We believe that ESOPs are ‘pay at risk’ instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. By repricing, the company is attempting to protect employees’ downside risk, a protection that is not afforded to the company’s shareholders.
  • HDFC Mutual FundRepricing of ESOPs issued earlier, at a lower price will set a wrong precedent
  • ICICI Prudential Mutual FundFor the ESOP 2020 scheme of 0.3 million options, the company seeks to reprice all 0.3 million active options to Rs. 1,690.4 per option from Rs. 2,887.05 per option. No options under ESOP 2020 have been exercised. At the time of approving the original ESOP plan, the company had issued ESOPs at market price which are ‘pay at risk’ instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundWe believe that ESOPs are pay at risk instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks and that employees may not be rewarded in case of adverse stock price movements. By repricing, the company is attempting to protect employees downside risk, a protection that is not afforded to the company s shareholders.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundNot in the interest of existing shareholder
  • PGIM India Mutual FundRe-pricing of equity stock option plans for employees provide an undue advantage to the employees of the Company; Against the interest of existing shareholders in absence of compelling justification.

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• REPRICING OF STOCK OPTIONS GRANTED UNDER EQUITY STOCK OPTION PLAN FOR EMPLOYEES – 2021

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, ITI Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual Fund, ITI Mutual FundRe-pricing of equity stock option plans for employees provide an undue advantage to the employees of the Company; Against the interest of existing shareholders in absence of compelling justification
  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundFrom the ESOP 2021 scheme of 0.3 mn options, the company seeks to reprice all 0.3 mn active options to Rs. 1,690.4 per option from Rs. 2,447.15 per option. All the 0.3 mn options under the scheme are outstanding. All other terms and conditions remain unchanged. At the time of approving the original ESOP plan, the company had issued ESOPs at an exercise price which was to be determined by the NRC.We believe that ESOPs are ‘pay at risk’ instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. By repricing, the company is attempting to protect employees’ downside risk, a protection that is not afforded to the company’s shareholders.
  • HDFC Mutual FundRepricing of ESOPs issued earlier, at a lower price is not a good practice
  • ICICI Prudential Mutual FundFor the ESOP 2021 scheme of 0.3 million options, the company seeks to reprice all 0.3 million active options to Rs. 1,690.4 per option from Rs. 2,447.15 per option. No options under ESOP 2021 have been exercised. At the time of approving the original ESOP plan, the company had issued ESOPs at an exercise price which was to be determined by the NRC. We believe that ESOPs are ‘pay at risk’ instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundWe believe that ESOPs are pay at risk instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks and that employees may not be rewarded in case of adverse stock price movements. By repricing, the company is attempting to protect employees downside risk, a protection that is not afforded to the company s shareholders.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundNot in the interest of existing shareholder
  • PGIM India Mutual FundRe-pricing of equity stock option plans for employees provide an undue advantage to the employees of the Company; Against the interest of existing shareholders in absence of compelling justification.

  1 for12 against
• REPRICING OF STOCK OPTIONS GRANTED UNDER EQUITY STOCK OPTION PLAN FOR EMPLOYEES – 2022

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, ITI Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual Fund, ITI Mutual FundRe-pricing of equity stock option plans for employees provide an undue advantage to the employees of the Company; Against the interest of existing shareholders in absence of compelling justification
  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundFrom the ESOP 2022 scheme of 0.85 mn options, the company seeks to reprice all 0.85 mn active options to Rs. 1,690.4 per option from Rs. 2,241.25 per option. At the time of approving the original ESOP plan, the company had issued ESOPs at market price.We believe that ESOPs are ‘pay at risk’ instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. By repricing, the company is attempting to protect employees’ downside risk, a protection that is not afforded to the company’s shareholders.
  • HDFC Mutual FundRepricing of ESOPs issued earlier, at a lower price will set a wrong precedent
  • ICICI Prudential Mutual FundFor the ESOP 2022 scheme of 0.85 million options, the company seeks to reprice all 0.85 million active options to Rs. 1,690.4 per option from Rs. 2,241.25 per option. No options under ESOP 2022 have been exercised. At the time of approving the original ESOP plan, the company had issued ESOPs at market price. We believe that ESOPs are ‘pay at risk’ instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Hence, the AMC has voted against the resolution. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundWe believe that ESOPs are pay at risk instruments that employees accept at the time of grant. The inherent assumption of such schemes is that there could be possible downside risks and that employees may not be rewarded in case of adverse stock price movements. By repricing, the company is attempting to protect employees downside risk, a protection that is not afforded to the company s shareholders.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundNot in the interest of existing shareholder
  • PGIM India Mutual FundRe-pricing of equity stock option plans for employees provide an undue advantage to the employees of the Company; Against the interest of existing shareholders in absence of compelling justification.

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