Amber Enterprises India CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 5 Nov 2024, 18 fund houses

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

• Authorization under Section 185 of the Companies Act 2013 in relation to making of loan including any loan represented by way of Book Debt to and or giving of guarantees and or providing of securities in connection with any Loan taken to be taken by ILJIN Electronics India Private Limited subsidiaryMoreLess

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees; The Company has not disclosed details of the other shareholders’ of the recipient company(s) contribution on a pro-rata basis.
  • Nippon India Mutual FundInadequate Disclosure

  13 for4 against
• Authorization under Section 185 of the Companies Act 2013 in relation to making of loan including any loan represented by way of Book Debt to and or giving of guarantees and or providing of securities in connection with any Loan taken to be taken by Pravartaka Tooling Services Private Limited subsidiaryMoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundAmber Enterprises India Limited acquired 60.0% stake in Pravartaka in February 2022. The balance 40% equity stake is held by Mr. Anil Sangwan and Mr. Aakash Sangwan. The company has also written a put option and simultaneously bought a call option for acquisition of remaining 40% stake in Pravartaka. Pravartaka is a manufacturer of injection moulding tools and components, serving clients from various industries. The notice states that all funding requirements of Pravartaka have been met through loans from holding entities in the ratio of their shareholding. However, as per Pravartaka’s FY24 financial statements, only Amber Enterprises India Limited has given loan and provided guarantee for the borrowings availed by Pravartaka. Therefore, it is unclear if financial support will be in the ratio of shareholding going forward. Till the time the remaining 40% stake in Pravartaka is acquired by Amber Enterprises India Limited, we expect any financial support to be in the ratio of shareholding. Further, the company must disclose granular details about terms of financial support to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees; The Company has not disclosed details of the other shareholders’ of the recipient company(s) contribution on a pro-rata basis.
  • Nippon India Mutual FundInadequate Disclosure

  10 for6 against

  1 abstained

• Authorization under Section 185 of the Companies Act 2013 in relation to making of loan including any loan represented by way of Book Debt to and or giving of guarantees and or providing of securities in connection with any Loan taken to be taken by Ascent Circuits Private Limited Step-Down SubsidiaryMoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundILJIN Electronics (India) Private Limited (ILJIN), a 90.2% subsidiary of Amber Enterprises India Limited acquired 60% equity stake in Ascent in February 2024. ILJIN has also written a put option and simultaneously bought a call option for acquisition of remaining 40% stake in Ascent. Ascent is engaged in the manufacturing of printed circuit boards (single sided, double sided, multi layered and RF PCB) catering to customers such as ISRO, BEL, BHEL, etc. The notice states that all funding requirements of group companies have been met through loans from holding entities in the ratio of their shareholding. However, it is unclear if financial support will be in the ratio of shareholding going forward. Till the time the remaining 40% stake in Ascent is acquired by ILJIN, we expect any financial support to be in the ratio of shareholding. Further, the company must disclose granular details about terms of financial support to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees; The Company has not disclosed details of the other shareholders’ of the recipient company(s) contribution on a pro-rata basis.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  10 for7 against
• Authorization under Section 185 of the Companies Act 2013 in relation to making of loan including any loan represented by way of Book Debt to and or giving of guarantees and or providing of securities in connection with any Loan taken to be taken by Stelltek Technologies Private Limited joint venture of ILJINMoreLess

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundStelltek is a 50:50 joint venture between ILJIN Electronics (India) Private Limited (ILJIN), a subsidiary of Amber Enterprises India Limited and Nexxbase Marketing Private Limited (NEXXBASE), which is engaged in the business of selling, distributing, marketing and advertising electronic products including smart watches, earphones, earbuds, headphones etc. under the brand “NOISE”. Stelltek was incorporated on 26 December 2023 to carry on the business of manufacturing, assembling and designing of wearables and other smart electronics products. The notice states that all funding requirements of group companies have been met through loans from holding entities in the ratio of their shareholding. However, it is unclear if financial support to Stelltek will be in the ratio of shareholding going forward. Further, the company has not disclosed granular details about terms of financial support to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution.
  • Edelweiss Mutual Fund, Groww Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees; The Company has not disclosed details of the other shareholders’ of the recipient company(s) contribution on a pro-rata basis.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  11 for5 against
• Authorization under Section 185 of the Companies Act 2013 in relation to making of loan including any loan represented by way of Book Debt to and or giving of guarantees and or providing of securities in connection with any Loan taken to be taken by Resojet Private Limited joint venture companyMoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundResojet is a 50:50 joint venture between Amber Enterprises India Limited and LCGC Resolute Appliances LLP (a Radiant Group Company). Resojet is in the business of manufacturing of fully automatic top loading and front-loading washing machine(s) and its components. The notice states that all funding requirements of group companies have been met through loans from holding entities in the ratio of their shareholding. However, it is unclear if financial support to Resojet will be in the ratio of shareholding going forward. Further, the company must disclose granular details about terms of financial support to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees; The Company has not disclosed details of the other shareholders’ of the recipient company(s) contribution on a pro-rata basis.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  11 for6 against
• Authorization under Section 185 of the Companies Act 2013 in relation to making of loan including any loan represented by way of Book Debt to and or giving of guarantees and or providing of securities in connection with any Loan taken to be taken by future subsidiaries, future joint ventures, future associates or newly incorporated companiesMoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundThe company proposes to advance loans to future group companies which include future subsidiaries/ associates/ JVs in which directors are interested or give guarantee or provide any security in connection with any loan taken by these entities upto a limit of Rs. 2.5 bn per entity per annum. The company has disclosed in the notice that it has long-term business plans which may require making loans/investments, acquisitions or issuing guarantees/securities. However, the company has not disclosed in the notice, the granular details of its business plan to justify the transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these future group companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the enabling resolution. Further, the company has not paid heed to the shareholder dissent at the August 2024 AGM when the company had sought Section 185 approval without any disclosures regarding names of the entities, the nature and size of their operations and terms of support – 59.2% of institutional investors had expressed their dissent in the resolution. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundNon-compliant: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees; The Company has not disclosed details of the other shareholders’ of the recipient company(s) contribution on a pro-rata basis.
  • HDFC Mutual FundThe approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  9 for8 against
• Approval of Inter corporate loans Investments Guarantee or security and acquisition by the Company exceeding the limits ascribed under section 186 of the Companies Act 2013

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company has not disclosed in the notice, the granular details of its business plan to justify the Section 186 transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the enabling resolutions. Further, the company has not paid heed to the shareholder dissent at the August 2024 AGM when the company had sought Section 186 approval without any disclosures regarding names of the entities, the nature and size of their operations and terms of support – 59.2% of institutional investors had expressed their dissent in the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundCompliant with the law. Governance & Transparency Concern: Omnibus approval with Inadequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments.
  • HDFC Mutual FundThe approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  10 for7 against
• Appointment of Mr Prakash Iyer DIN 00956349 as Non Executive Independent Director of the Company

  17 for0 against
• Appointment of Ms Sabina Moti Bhavnani DIN 06553087 as Non Executive Independent Director of the Company

  17 for0 against
• Appointment of Mr Sachin Gupta DIN 09532098 as a Director and further designating him as the Whole Time Director of the Company for a term of 5 Five consecutive years with effect from 9 August 2024 to 8 August 2029MoreLess

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because Sachin Gupta is an executive director and serves as a member of the audit committee.

  16 for1 against
• Approval of payment of managerial remuneration to Mr Sachin Gupta DIN 09532098 Whole Time Director of the Company

  ›Against Axis Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundSachin Gupta was paid Rs. 16.5 mn as CEO of Air Conditioners Division of Amber Enterprises Limited. His remuneration, excluding stock options, is capped at Rs. 40.0 mn over his tenure. His proposed remuneration terms as Whole time Director includes grant of stock options apart from salary and perquisites. However, the company has not provided any guidance about the quantum of stock options that may be granted to him during the course of his tenure. In its absence, we are unable to estimate Sachin Gupta’s proposed remuneration. Although we support his appointment, we are unable to support his remuneration terms. The company must cap remuneration in absolute amounts and disclose the quantum of stock options proposed to be granted to him over his tenure. We do not support the resolution.
  • Kotak Mahindra Mutual FundSachin Gupta was paid Rs. 16.5 mn as CEO of Air Conditioners Division of Amber Enterprises Limited. His remuneration is excluding stock options and is capped at Rs. 40.0 mn over his tenure. As ESOPs are not included in the ceiling of remuneration, and the quantum of ESOP award is not known we will vote against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundRemuneration in high

  13 for4 against

Mutual fund votes, meeting of 9 Aug 2024, 17 fund houses

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

• To consider and adopt the audited financial statements standalone and consolidated of the Company for the financial year ended 31st March 2024 together with the reports of the Board of Directors and Auditors thereonMoreLess

  17 for0 against
• To appoint a director in place of Mr Jasbir Singh DIN 00259632 who retires by rotation and being eligible seeks reappointment

  ›Against Groww Mutual Fund, JM Financial Mutual Fund

  • Groww Mutual Fund, JM Financial Mutual FundCompliant with law. Governance concern: Combined position of Chairman and Executive Director.

  15 for2 against
• Remuneration of Cost Auditors for financial year 2024 - 25

  17 for0 against
• Reappointment of Mr Arvind Uppal DIN 00104992 as the Non Executive and Independent Director of the Company for a second term of five consecutive years

  ›Against Groww Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund

  • Groww Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID. Governance Concern: Re-appointee holds directorship position in a competitor company

  14 for3 against
• Authorization under Section 185 of the Companies Act, 2013

  ›Against Edelweiss Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Edelweiss Mutual FundGuarantees to other companies is risk for minority shareholder
  • SBI Mutual FundThe company has disclosed in the notice that it has long-term business plans which may require making loans/investments, acquisitions or issuing guarantees/securities. In early 2024, it made several strategic moves: acquiring a 60% stake in Ascent Circuits, a PCB manufacturer, forming a joint venture with Shivaliks Mercantile for railway components, acquiring a 50% stake in Resojet Private Limited for washing machine manufacturing, and forming a joint venture with Yujin Machinery, Sinkodia Pte., and Dujin International for rolling stock components. We anticipate that the transaction limits sought under Section 185 and Section 186 of the Companies Act, 2013 will be used at least in part to provide financial support to the entities mentioned above. However, the company has not disclosed in the notice, the granular details of its business plan to justify the transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the enabling resolution.
  • Sundaram Mutual Fund"The company has disclosed in the notice that it has long-term business plans which may require making loans/investments, acquisitions or issuing guarantees/securities. In early 2024, it made several strategic moves: acquiring a 60% stake in Ascent Circuits, a PCB manufacturer, forming a joint venture with Shivaliks Mercantile for railway components, acquiring a 50% stake in Resojet Private Limited for washing machine manufacturing, and forming a joint venture with Yujin Machinery, Sinkodia Pte., and Dujin International for rolling stock components. We anticipate that the transaction limits sought under Section 185 and Section 186 of the Companies Act, 2013 will be used at least in part to provide financial support to the entities mentioned above. However, the company has not disclosed in the notice, the granular details of its business plan to justify the transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the enabling resolution."

  1 for3 against
• Authorisation to Board under Section 180(1)(c) of the Companies Act, 2013

  1 for0 against
• Authorisation to Board under Section 180(1)(a) of the Companies Act, 2013

  4 for0 against
• Approval of Inter corporate loans Investments Guarantee or security and acquisition by the Company exceeding the limits ascribed under section 186 of the Companies Act 2013

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundThe company has disclosed in the notice that it has long-term business plans which may require making loans/investments, acquisitions or issuing guarantees/securities. In early 2024, it made several strategic moves: acquiring a 60% stake in Ascent Circuits, a PCB manufacturer, forming a joint venture with Shivaliks Mercantile for railway components, acquiring a 50% stake in Resojet Private Limited for washing machine manufacturing, and forming a joint venture with Yujin Machinery, Sinkodia Pte., and Dujin International for rolling stock components. We anticipate that the transaction limits sought under Section 185 and Section 186 of the Companies Act, 2013 will be used at least in part to provide financial support to the entities mentioned above. However, the company has not disclosed in the notice, the granular details of its business plan to justify the transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the enabling resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual FundCompliant with the law. Governance Concern: Open ended resolution; Non-disclosure of specific plan for utilization of said limit.
  • Edelweiss Mutual FundGuarantees to other companies is risk for minority shareholder
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted due to lack of information. Provision of financial assistance by the company could be beneficial to the entities but could also expose the company and its shareholders to unnecessary risks. Provision of a guarantee would enable the entity receiving the guarantee to obtain more favorable terms from lenders, reducing the cost of borrowing. Therefore, if a guarantee is provided to a subsidiary, it could ultimately reduce the borrowing cost for the overall group. Similarly, providing loans and making investments in group entities will help them expand and carry out their business operations. That said, the provision of financial assistance increases the risks for the company on account of the higher liabilities at the group level, which may not be under its director control or supervision. Therefore, where the company's board cannot exercise proper oversight and control over the entities being guaranteed or where the company is taking a disproportionate financial risk relative to its ownership stake, the risks may outweigh the potential benefits. In this case, it should be noted that the company can provide financial assistance to entities more than its proportionate shareholding without compelling justification. The company will be taking in a disproportionate amount of risk relative to its ownership interest. As of the date of this analysis, no details have been disclosed as to the specific relation of the party involved with the company, intended usage of the funds and other pertinent details of this proposal. Until sufficient information is made available, this resolution does not warrant shareholder approval.
  • ICICI Prudential Mutual FundThe company has disclosed in the notice that it has long-term business plans which may require making loans/investments, acquisitions or issuing guarantees/securities. In early 2024, it made several strategic moves: acquiring a 60% stake in Ascent Circuits, a PCB manufacturer, forming a joint venture with Shivaliks Mercantile for railway components, acquiring a 50% stake in Resojet Private Limited for washing machine manufacturing, and forming a joint venture with Yujin Machinery, Sinkodia Pte., and Dujin International for rolling stock components. The transaction limits sought under Section 185 and Section 186 of the Companies Act, 2013 will be used at least in part to provide financial support to the entities mentioned above. However, the company has not disclosed in the notice, the details of its business plan to justify the transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose details including names of these companies, the nature and size of their operations and terms of support, to make an informed decision. Given the lack of clarity, the AMC has voted agaisnt the resolutiuon.
  • Kotak Mahindra Mutual FundThe company has disclosed in the notice that it has long-term business plans which may require making loans/investments, acquisitions or issuing guarantees/securities. We anticipate that the transaction limits sought under Section 185 and Section 186 of the Companies Act, 2013 will be used at least in part to provide financial support to the entities mentioned above. However, the company has not disclosed in the notice, the granular details of its business plan to justify the transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the enabling resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Sundaram Mutual Fund"The company has disclosed in the notice that it has long-term business plans which may require making loans/investments, acquisitions or issuing guarantees/securities. In early 2024, it made several strategic moves: acquiring a 60% stake in Ascent Circuits, a PCB manufacturer, forming a joint venture with Shivaliks Mercantile for railway components, acquiring a 50% stake in Resojet Private Limited for washing machine manufacturing, and forming a joint venture with Yujin Machinery, Sinkodia Pte., and Dujin International for rolling stock components. We anticipate that the transaction limits sought under Section 185 and Section 186 of the Companies Act, 2013 will be used at least in part to provide financial support to the entities mentioned above. However, the company has not disclosed in the notice, the granular details of its business plan to justify the transaction limit sought. The approval is enabling, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the enabling resolution."

  5 for12 against
• Remuneration to directors exceeding the overall managerial remuneration limit as per the provisions of Section 197 of the Companies Act 2013

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundJasbir Singh and Daljit Singh were paid Rs. 29.7 mn and 27.2 mn respectively as remuneration in FY24 from Amber Enterprises Limited, which was high at 10.2% of standalone PBT. The company has not specified the rationale for exceeding the managerial remuneration in excess of regulatory limits. The resolution allows total managerial remuneration to go up to Rs. 120.0 mn, which is high at 21.5% of standalone FY24 PBT. Further, the promoter directors are also paid remuneration through subsidiary companies. Aggregate remuneration paid to Jasbir Singh and Daljit Singh including from subsidiaries was Rs. 56.9 mn and Rs. 52.2 mn respectively. We do not encourage remuneration from unlisted subsidiaries as shareholders do not get a chance to approve the quantum (in this case remuneration from subsidiaries Sidwal Refrigeration Industries Private Limited and Pravartaka Tooling Services Private Limited, terms of which have not been disclosed). Further, the company has not defined a tenure for payment of remuneration and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments in excess of regulatory thresholds. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Perpetual approval. No adequate justification.
  • Edelweiss Mutual FundRemuneration above limits
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The proposed increase will enable the company to pay its directors above the regulatory limit of 11%. • The board should, at the least, provide sufficient justification for the excess remuneration as and when required and not seek a prior blanket approval from shareholders.
  • ICICI Prudential Mutual FundJasbir Singh and Daljit Singh were paid Rs. 29.7 million and 27.2 million respectively as remuneration in FY2024 from Amber Enterprises Limited, which was high at 10.2% of standalone PBT. The company has not specified the rationale for exceeding the managerial remuneration in excess of regulatory limits. The resolution allows total managerial remuneration to go up to Rs. 120.0 million which is high at 21.5% of standalone FY2024 PBT. Further, the promoter directors are also paid remuneration through subsidiary companies. Aggregate remuneration paid to Jasbir Singh and Daljit Singh including from subsidiaries was Rs. 56.9 million and Rs. 52.2 million respectively. It is not encouraged to have remuneration from unlisted subsidiaries as shareholders do not get a chance to approve the quantum (in this case remuneration from subsidiaries Sidwal Refrigeration Industries Private Limited and Pravartaka Tooling Services Private Limited, terms of which have not been disclosed). Further, the company has not defined a tenure for payment of remuneration and the resolution is effectively valid for perpetuity. Hence, the AMC has voted against te resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  5 for9 against
• Alteration of Articles of Association of the Company

  17 for0 against

Mutual fund votes, meeting of 9 Aug 2023, 12 fund houses

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

• To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended 31 March 2023 together with the reports of the Auditors thereon and Board of DirectorsMoreLess

  11 for0 against
• To appoint a Director in place of Mr Daljit Singh, Director DIN 02023964 who retires by rotation in terms of Section 152 of the Companies Act 2013 at this Annual General Meeting and being eligible offers himself for reappointmentMoreLess

  11 for0 against
• Ratification of Remuneration to be paid to KG Goyal & Associates Cost Accountants Firm Registration No 000024 the Cost Auditor of the Company

  12 for0 against
• Redesignation Appointment of Mr Jasbir Singh DIN 00259632 as a Whole Time Director designated as Executive Chairman and Chief Executive Officer and Whole Time Director of the Company liable to retire by rotation for a period of 5 Five consecutive years with effect from 16 May 2023MoreLess

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with the law. Governance Concern: Holding position of Executive Chairman.

  9 for2 against
• To Increase in the limit of managerial remuneration of Mr Jasbir Singh DIN 00259632 Executive Chairman and Chief Executive Officer and Whole Time Director of the Company

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • Proposed commission from a subsidiary – PTSPL – does not have a monetary or absolute cap. • There is no information on the metrics and the performance targets which will determine the commission element from the company and subsidiary.
  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with the law. Governance Concern: Holding position of Executive Chairman.
  • Nippon India Mutual FundHolding combined positions of Chairman and Executive director
  • SBI Mutual Fund, Sundaram Mutual FundJasbir Singh’s proposed remuneration for FY23 was Rs. 32.7 mn (including Rs 10.0 mn received from three subsidiaries). For FY24 we estimate Jasbir Singh’s remuneration at Rs. 60.0 mn (this includes remuneration and commission from Amber Enterprises and an estimated remuneration/commission of Rs 25.0 mn from three subsidiaries). While the remuneration is in line with peers and commensurate with the size and complexity of the business, we do not encourage remuneration from unlisted subsidiaries as shareholders do not get a chance to approve the quantum (in this case remuneration from subsidiaries PICL and Pravartaka is in the form of commission linked with performance of the company; which has not been quantified).

  4 for6 against
• To Increase in the limit of managerial remuneration of Mr Daljit Singh DIN: 02023964 Managing Director of the Company

  ›Against HSBC Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • Proposed commission from a subsidiary – PTSPL – does not have a monetary or absolute cap. • There is no information on the metrics and the performance targets which will determine the commission element from the company and subsidiary.
  • Nippon India Mutual FundRemuneration from unlisted subsidiaries
  • Sundaram Mutual FundDaljit Singh’s proposed remuneration for FY23 was Rs. 31.5 mn (including Rs 11.3 mn received from three subsidiaries). For FY24 we estimate Daljit Singh’s remuneration at Rs. 59.4 mn (this includes remuneration and commission from Amber Enterprises and an estimated remuneration/commission of Rs 27.2 mn from three subsidiaries). While the remuneration is in line with peers and commensurate with the size and complexity of the business, we do not encourage remuneration from unlisted subsidiaries as shareholders do not get a chance to approve the quantum (in this case remuneration from subsidiaries PICL and Pravartaka is in the form of commission linked with performance of the company; which has not been quantified).

  7 for3 against
• Remuneration to Mr Jasbir Singh Executive Chairman and Chief Executive Officer and Whole time Director of the Company and Mr Daljit Singh Managing Director of the Company in excess of limits prescribed under regulation 176e of SEBI Listing Obligations and Disclosure Requirements Regulations 2015 as amendedMoreLess

  ›Against HDFC Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted in view of the following concerns:- The proposed increase from regulatory limit of 11% is deemed excessive in this market.- Executive compensation should be linked to the company's state of affairs. The approval of this request could reduce the accountability of the executives, as they may receive higher pay, despite the company's poor performance, without requiring further shareholder approval.
  • Nippon India Mutual FundRemuneration from unlisted subsidiaries
  • SBI Mutual Fund, Sundaram Mutual FundThe company has not specified the rationale for exceeding the managerial remuneration in excess of regulatory limits. We believe, companies must cap the remuneration payable to directors in absolute amounts. Further the promoter directors are paid remuneration through subsidiary companies. We do not encourage remuneration from unlisted subsidiaries as shareholders do not get a chance to approve the quantum (in this case remuneration from subsidiaries PICL and Pravartaka is in the form of commission linked with performance of the company; which has not been quantified).

  5 for5 against
• Remuneration to directors exceeding the overall managerial remuneration limit as per the provisions of Section 197 of the Companies Act 2013

  ›Against HDFC Mutual Fund, HSBC Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted in view of the following concerns:- The proposed increase from regulatory limit of 11% is deemed excessive in this market.- Executive compensation should be linked to the company's state of affairs. The approval of this request could reduce the accountability of the executives, as they may receive higher pay, despite the company's poor performance, without requiring further shareholder approval.
  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Perpetual approval.
  • Kotak Mahindra Mutual FundRemuneration of the Directors is clearly defined and there is individual cap on the overall compensation. Company has clarified that the approval is sought for the duration of directorships of Mr. Jasbir Singh and Mr Daljit Singh, which is 5 years, not for indefinite period. However the overall remuneration limit of 11% of profits for directors should be adhered to always.
  • Nippon India Mutual FundRemuneration from unlisted subsidiaries

  2 for6 against

Mutual fund votes, meeting of 2 Aug 2022, 11 fund houses

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

• To consider and adopt (a) the audited standalone financial statements of the Company for the financial year ended 31 March 2022 together with the reports of the Auditor’s thereon and Board of Directors and (b) the audited consolidated financial statements of the Company for the financial year ended 31 March 2022 together with the reports of the Auditor’s thereon and in this regard, pass the following resolution(s), with or without modifications, as Ordinary Resolution(s).MoreLess

  11 for0 against
• To appoint a Director in place of Mr. Jasbir Singh, (DIN 00259632) who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 at this Annual General Meeting and being eligible, offers himself for re-appointment.MoreLess

  11 for0 against
• To appoint the Statutory Auditor of the Company and to fix their remuneration.

  5 for0 against
• Ratification of Remuneration to be paid to M/s. K.G. Goyal Associates, Cost Accountants (Firm Registration No.000024), the Cost Auditor of the Company.

  11 for0 against
• To regularize the appointment of Mr. Arvind Uppal (DIN00104992) as an Independent Director of the Company.

  11 for0 against
• Re-appointment of Mr. Daljit Singh (DIN02023964) as Managing Director of the Company.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: - The company has failed to disclose the break-up of his past remuneration into individual elements such as salary, perquisites, etc., which makes it difficult to assess the exact contribution of each of these elements to his total pay. - The company has not disclosed any performance metrics for determining the outcome of pay under the variable element.

  9 for1 against
• Approval to Board under Section 185 of Companies Act, 2013

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual Fundnot best corporate governance practice to extend loan where their could be related party involvement.

  4 for1 against
• Enabling resolution for raising funds upto Rs. 500 Crore through issue of securities.

  10 for0 against

Mutual fund votes, meeting of 9 Sep 2021, 10 fund houses

• ORDINARY - To consider and adopt (a) the audited standalone financial statements of the Company for the financial year ended 31 March 2021 together with the reports of the Auditor’s thereon and Board of Directors and (b) the audited consolidated financial statements of the Company for the financial year ended 31 March 2021 together with the reports of the Auditor’s thereon.MoreLess

  10 for0 against
• ORDINARY - To appoint a Director in place of Mr. Daljit Singh, (DIN 02023964) who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 at this Annual General Meeting and being eligible, offers himself for re-appointment.MoreLess

  10 for0 against
• ORDINARY - Ratification of Remuneration to be paid to M/s. K.G. Goyal Associates, Cost Accountants (Firm Registration No.000024), the Cost Auditor of the Company.

  10 for0 against

Mutual fund votes, meeting of 24 Dec 2020, 9 fund houses

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

• Ratification of Amber Enterprises India Limited Employee Stock Option Plan 2017

  ›Against Bank of India Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundThe company seeks approval to ratify the ESOP 2017 which was approved pre-IPO. Under ESOP 2017, the company can issue up to 0. 5 mn stock options. Amber has not issued any options till date. The exercise price shall be determined by the NRC and shall not be less than the face value of Rs. 10. 0, a significant discount to the current market price of Rs. 2,398. 0. Vesting will be performance based however performance metrics have not been disclosed. We do not favour ESOP schemes where the exercise price can be at a significant discount to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price. Further, we estimate the annualized cost of the scheme at Rs. 0. 5 bn (considering additional 0. 5 mn options ), which is high at 25. 3% of FY20 PBT.
  • Nippon India Mutual FundExercise price/pricing formula not disclosed

  2 for2 against

  1 abstained

• Approval for increasing total number of employee stock options reserved under Amber Enterprises India Limited Employee Stock Option Plan 2017

  ›Against Bank of India Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundThe company seeks to grant additional 0. 5 mn stock options under ESOP 2017. Our view is linked to the above resolution. As stated in resolution #1 we do not support either the scheme or the grant of additional stock options, considering that the exercise price could be at a deep discount to the market price. Also, the estimated annualized cost of the scheme at Rs 0. 5 bn (25. 3% of FY20 PBT) is high.
  • Nippon India Mutual FundExercise price/pricing formula not disclosed

  2 for2 against

  1 abstained

• Grant of stock options to the employees of Subsidiary Companies Subsidiaries under Amber Enterprises India Limited Employee Stock Option Plan 2017

  ›Against Bank of India Mutual Fund, Nippon India Mutual Fund, Taurus Mutual Fund

  • Bank of India Mutual Fund, Taurus Mutual FundThe company requires shareholder approval in a separate resolution to extend the ESOP 2017 scheme to the employees of subsidiaries. Our view is linked to resolutions #1 and #2.
  • Nippon India Mutual FundExercise price/pricing formula not disclosed

  4 for3 against

  1 abstained