Anand Rathi Wealth CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 May 2025, 17 fund houses

• To receive, consider and adopt Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the reports of the Board of Directors and Auditors thereon.MoreLess

  17 for0 against
• 2. To consider and approve payment of final dividend and to confirm interim dividend paid during FY 2024-25

  17 for0 against
• 3. To re-appoint Mr. Pradeep Navratan Gupta (DIN: 00040117), a Director, liable to retire by rotation at this meeting, who being eligible, has offered himself for re-appointment

  17 for0 against
• 4.To appoint M/s. Rathi & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company and to fix their remuneration

  17 for0 against
• 5. Reclassification of persons forming part of the Promoter Group from ‘Promoter Group’ Shareholder to ‘Public’ Shareholder

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundTransparency Concern: Inadequate Disclosures; No clarity as to how the Family Shareholding will not come into question.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Transparency Concern: Inadequate Disclosures; No clarity as to how the Family Shareholding will not come into question.
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure

  10 for7 against
• To approve ‘ARWL – Employee Stock Option Scheme (‘ARWL ESOP - 2025’)

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundNon-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to Nomination and Remuneration Committee to determine Exercise Price. Governance Concern: Potential Significant Benefit arising to a single Employee. Fairness Concern: One of the Vesting Condition appears to be detrimental to Employees who are terminated without cause.
  • Axis Mutual Fund, Invesco Mutual FundUnder ARWL ESOP 2025, the company proposes to issue upto 1,245,309 options – the scheme involves primary issue of shares. The vesting will be time based with a minimum vesting period of one year and maximum vesting period of five years from the date of grant. There is no clarity on the exercise price, which will be at the discretion of the board – therefore, it may be as low as the face value of shares. We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. In the current case, the vesting of options is time-based. In the absence of clarity of exercise price, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Potential Significant Benefit arising to a single Employee. Fairness Concern: One of the Vesting Condition appears to be detrimental to Employees who are terminated without cause.
  • Canara Robeco Mutual FundUnder ARWL ESOP 2025, the company proposes to issue upto 1,245,309 options – the scheme involves primary issue of shares. The vesting will be time based with a minimum vesting period of one year and maximum vesting period of five years from the date of grant. There is no clarity on the exercise price, which will be at the discretion of the board – therefore, it may be as low as the face value of shares. We do not favour ESOP schemes where options are granted at a significant discount to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the absence of clarity of exercise price, we are unable to support the resolution.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure

  5 for12 against
• To extend approval of ‘ARWL – Employee Stock Option Scheme (‘ARWL ESOP - 2025’)’ to the present and future employees of Holding Company and its Subsidiary companies

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundNon-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to Nomination and Remuneration Committee to determine Exercise Price. Governance Concern: Potential Significant Benefit arising to a single Employee. Fairness Concern: One of the Vesting Condition appears to be detrimental to Employees who are terminated without cause.
  • Axis Mutual Fund, Canara Robeco Mutual FundThrough resolution #7, the company is seeking approval to extend the ARWL ESOP 2025 to the present and future employees of subsidiary companies. While we generally support the extension of ESOP schemes to subsidiaries, our recommendation is linked to resolution #6. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Potential Significant Benefit arising to a single Employee. Fairness Concern: One of the Vesting Condition appears to be detrimental to Employees who are terminated without cause.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS. We do not support the resolution.
  • Invesco Mutual FundThe company is seeking approval to extend the ARWL ESOP 2025 to the present and future employees of subsidiary companies. While we generally support the extension of ESOP schemes to subsidiaries. Hence, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon compliant and Inadequate disclosure

  5 for12 against

Mutual fund votes, meeting of 16 Feb 2025, 15 fund houses

• Increase in Authorised Share Capital and consequent amendment to Clause V of Memorandum of Association

  15 for0 against
• Approval for issuance of Bonus shares

  15 for0 against
• Approval for Modification of earlier approved Material Related Party Transaction(s) between the Company and Anand Rathi Global Finance Limited

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concern: Basis of arm’s length pricing not disclosed.
  • Edelweiss Mutual FundBasis of arm’s length pricing not disclosed.
  • Nippon India Mutual FundInadequate disclosure
  • quant Mutual FundCompliant with Law. Governance Concern: Basis of arm’s length pricing not disclosed. Company has stated that the proposed RPTs are entered on arm’s length basis, however, it is not disclosed as to on what basis are the terms of debenture/securities to be issued stated to have been determined on arm’s length basis. In absence of the same, shareholders cannot ascertain the fairness of pricing.

  9 for6 against
• Approval for Material Related Party Transaction(s) with Anand Rathi Global Finance Limited

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI Circular: Omnibus approval exceeds the period of one year. Governance Concern: Basis of arm’s length pricing not disclosed.
  • Edelweiss Mutual FundOmnibus approval exceeds the period of one year; Basis of arm’s length pricing not disclosed.
  • Nippon India Mutual FundInadequate disclosure
  • quant Mutual FundNon-Compliant with SEBI Circular: Omnibus approval exceeds the period of one year. Omnibus approvals sought in AGM are permitted to be linked to AGM to AGM and law allows 15 months in cases where the later AGM falls on a date which is within 15 months from the date of previous AGM. In the present case, the approval is sought through a Postal Ballot. Hence, the maximum permitted period is 1 year. Governance Concern: Basis of arm’s length pricing not disclosed. Company has stated that the proposed RPTs are entered on arm’s length basis, however, it is not disclosed as to on what basis are the terms of debenture/securities to be issued stated to have been determined on arm’s length basis. In absence of the same, shareholders cannot ascertain the fairness of pricing. Significant Shift between quantum of previous year RPTs and proposed limit and no specific justification for Resolution 5. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Further, the difference on account of revenue component cannot be ascertained.

  9 for6 against
• Approval for Material Related Party Transaction(s) with Anand Rathi Financial Services Limited

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI Circular: Omnibus approval exceeds the period of one year. Governance Concern: Basis of arm’s length pricing not disclosed. Significant Shift between quantum of previous year RPTs and proposed limit and no specific justification.
  • Edelweiss Mutual FundOmnibus approval exceeds the period of one year; Basis of arm’s length pricing not disclosed; Significant Shift between quantum of previous year RPTs and proposed limit and no specific justification.
  • Nippon India Mutual FundInadequate disclosure
  • quant Mutual FundNon-Compliant with SEBI Circular: Omnibus approval exceeds the period of one year. Omnibus approvals sought in AGM are permitted to be linked to AGM to AGM and law allows 15 months in cases where the later AGM falls on a date which is within 15 months from the date of previous AGM. In the present case, the approval is sought through a Postal Ballot. Hence, the maximum permitted period is 1 year. Governance Concern: Basis of arm’s length pricing not disclosed. Company has stated that the proposed RPTs are entered on arm’s length basis, however, it is not disclosed as to on what basis are the terms of debenture/securities to be issued stated to have been determined on arm’s length basis. In absence of the same, shareholders cannot ascertain the fairness of pricing. Significant Shift between quantum of previous year RPTs and proposed limit and no specific justification for Resolution 5. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Further, the difference on account of revenue component cannot be ascertained.

  9 for6 against

Mutual fund votes, meeting of 15 Jun 2024, 14 fund houses

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

• To receive, consider and adopt Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 and the Reports of the Board of Directors and Statutory Auditors thereon.MoreLess

  13 for0 against
• To approve payment of final dividend and to confirm interim dividend paid during 2023-24

  13 for0 against
• To re-appoint Mr Anand Rathi (DIN: 00112853), a nDirector, liable to retire by rotation at this meeting, who nbeing eligible, has offered himself for re- appointment.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on merit of Director. Non-Compliant with Regulation 17(1A) of LODR: No justification provided for continuation beyond 75 years.
  • Nippon India Mutual FundLack of clarity

  9 for4 against
• To approve Material Related Party Transaction with Anand Rathi Global Finance Limited

  13 for0 against
• To approve Material Related Party Transaction with Anand Rathi Financial Services Limited.

  13 for0 against

Mutual fund votes, meeting of 19 May 2024, 13 fund houses

• APPROVAL FOR THE BUYBACK OF EQUITY SHARES OF THE COMPANY

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Exact number of Share to be tendered by promoters is not disclosed.

  10 for3 against

Mutual fund votes, meeting of 27 Aug 2023, 7 fund houses

• Alteration in the Objects Clause of the Memorandum of Association of the Company.

  7 for0 against

Mutual fund votes, meeting of 5 Jun 2023, 6 fund houses

• To receive, consider and adopt Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 and the Reports of the Board of Directors and Statutory Auditors thereon.MoreLess

  6 for0 against
• To approve payment of final dividend and to confirm interim dividend paid during 2022-23.

  6 for0 against
• To re-appoint Mr. Pradeep Kumar Gupta (DIN: 00040117), the Director, liable to retire by rotation at this meeting, who being eligible, has offered himself for reappointment.

  6 for0 against
• To re-appoint Mr Rakesh Rawal (DIN: 02839168) as Executive Director of the Company designated as “Whole-time Director and Chief Executive Officer” for a further period of 3 years w.e.f. April 01, 2023.MoreLess

  6 for0 against
• To approve Material Related Party Transaction with Anand Rathi Global Finance Limited.

  6 for0 against
• To approve Material Related Party Transaction with Anand Rathi Financial Services Limited.

  6 for0 against