Bajaj Finance MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 7 Jun 2025, 40 fund houses

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

• Appointment of Rajeev Jain (DIN: 01550158) as an Executive Director of the Company designated as Vice Chairman with effect from 1 April 2025

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: The proposed remuneration is quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks. The ESOP Benefits are not capped. No cap on overall remuneration.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of proposed directors. Governance Concern: The proposed remuneration is quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on the merits of proposed directors. Governance and Transparency Concern: The proposed remuneration is quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks. The ESOP Benefits are not capped. No cap on overall remuneration.
  • HSBC Mutual FundThe proposed remuneration structure provides for significant discretion to the board to decide his overall pay. The company has not disclosed the quantum of stock options, the executive will receive. There are no disclosures on the threshold and target performance that he needs to achieve to determine the rewards under the variable element. The estimated pay is higher than industry peers, size and scale of the company's operations.
  • Invesco Mutual FundRajeev Jain, 54, was Managing Director since 2015 and he shall be reappointed as Executive Director, designated as Vice Chairperson from 1 April 2025. While Rajeev Jain is a professional whose skills carry a market value, we are unable to support the resolution on account of inadequate remuneration disclosures and the enabling remuneration terms. This is in line with our ESG framework.
  • LIC Mutual FundConcern over the proposed remuneration, It is quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks.
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
  • NJ Mutual FundRajeev Jain, 54, was Managing Director since 2015 and he shall be reappointed as Executive Director, designated as Vice Chairperson from 1 April 2025. While Rajeev Jain is a professional whose skills carry a market value, we are unable to support the resolution on account of inadequate remuneration disclosures and the enabling remuneration terms. He was paid Rs. 546.3 mn in FY24, including fair value of stock options. We estimate his remuneration from Bajaj Finance including market linked stock options at Rs. 689.7 mn and Rs. 792.6 mn for FY25 and FY26 respectively. The resolution provides flexibility to grant him stock options from Bajaj Finserv, holding company as well. Given the lack of clarity on stock options from Bajaj Finserv, we are unable to estimate his overall remuneration from all sources. His fixed pay can range between Rs. 126.9 mn and Rs. 300.0 mn and variable pay can range between Rs. 126.9 mn to Rs. 1,500.0 mn bringing his maximum pay at ~Rs. 1,800.0 mn which is very high. Given the quantum of remuneration, the company must provide a reasonable cap for overall remuneration including the quantum of stock options. Further, it must also provide performance metrics that determine his variable pay - which forms more than 80% of his total pay. The Nomination and Remuneration Committee (NRC) must also disclose the process used for benchmarking his remuneration. In the absence of this, we are unable to support the resolution.
  • PPFAS Mutual FundCompliant with law but the Proposed remuneration is excessive considering peer Companies and Industry practice

  24 for15 against
• Re-designation of Anup Kumar Saha (DIN: 07640220) as the Managing Director of the Company and revision in remuneration with effect from 1 April 2025:

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: The proposed remuneration is quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks. The ESOP Benefits are not capped. No cap on overall remuneration.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of proposed directors. Governance Concern: The proposed remuneration is quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on the merits of proposed directors. Governance and Transparency Concern: The proposed remuneration is quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks. The ESOP Benefits are not capped. No cap on overall remuneration.
  • HSBC Mutual FundWe are concerned about potential negative impact on shareholder value/rights.
  • Invesco Mutual FundAnup Saha, 54, joined Bajaj Finance Ltd. in 2017. He was appointed as Executive Director in April 2023 and was redesignated as deputy Managing Director from 1 April 2024. While Anup Saha is a professional whose skills carry a market value, we are unable to support the resolution on account of the inadequate remuneration disclosures and the enabling remuneration terms. Anup Saha was paid Rs. 262.4 mn in FY24 which includes fair value of stock options. We estimate his remuneration from Bajaj Finance including market linked stock options at Rs. 316.8 mn and Rs. 576.8 mn for FY25 and FY26 respectively. The resolution provides flexibility to grant him stock options from Bajaj Finserv, holding company. Given the lack of clarity on the quantum of stock options from Bajaj Finserv, we are unable to estimate his overall remuneration from all sources. His fixed pay can range between Rs. 92.3 mn and Rs. 225.0 mn and variable pay can range between Rs. 92.3 mn to Rs. 1,125.0 mn bringing his maximum pay at ~Rs. 1,350.0 mn which is very high. Given the quantum of remuneration, the company must provide a reasonable cap for overall remuneration including the quantum of stock options. Further, it must also provide performance metrics that determine his variable pay - which forms more than 80% of his total pay. The Nomination and Remuneration Committee (NRC) must also disclose the process used for benchmarking his remuneration. In the absence of this, we are unable to support the resolution. This is in line with our ESG framework.
  • LIC Mutual FundConcern over the proposed remuneration being quite significant. Further, the proposed remuneration is also excessive as compared to peer and industry benchmarks.
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
  • NJ Mutual FundAnup Saha, 54, joined Bajaj Finance Ltd. in 2017. He was appointed as Executive Director in April 2023 and was redesignated as deputy Managing Director from 1 April 2024. While Anup Saha is a professional whose skills carry a market value, we are unable to support the resolution on account of the inadequate remuneration disclosures and the enabling remuneration terms. Anup Saha was paid Rs. 262.4 mn in FY24 which includes fair value of stock options. We estimate his remuneration from Bajaj Finance including market linked stock options at Rs. 316.8 mn and Rs. 576.8 mn for FY25 and FY26 respectively. The resolution provides flexibility to grant him stock options from Bajaj Finserv, holding company. Given the lack of clarity on the quantum of stock options from Bajaj Finserv, we are unable to estimate his overall remuneration from all sources. His fixed pay can range between Rs. 92.3 mn and Rs. 225.0 mn and variable pay can range between Rs. 92.3 mn to Rs. 1,125.0 mn bringing his maximum pay at ~Rs. 1,350.0 mn which is very high. Given the quantum of remuneration, the company must provide a reasonable cap for overall remuneration including the quantum of stock options. Further, it must also provide performance metrics that determine his variable pay - which forms more than 80% of his total pay. The Nomination and Remuneration Committee (NRC) must also disclose the process used for benchmarking his remuneration. In the absence of this, we are unable to support the resolution.
  • PPFAS Mutual FundCompliant with law but the Proposed remuneration is excessive considering peer Companies and Industry practice

  24 for15 against
• Sub-division of equity shares of the Company

  40 for0 against
• Alteration of Capital Clause of the Memorandum of Association of the Company

  39 for0 against
• Issue of Bonus Shares

  39 for0 against

Mutual fund votes, meeting of 22 Mar 2025, 36 fund houses

• Appointment of Ajay Kumar Choudhary as an Independent Director for a term of five consecutive years with effect from 1 February 2025

  36 for0 against

Mutual fund votes, meeting of 21 Dec 2024, 35 fund houses

• Approval of Material Related Party Transactions between the Company and Bajaj Housing Finance Limited

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Basis for Arm’s Length pricing is not disclosed.
  • LIC Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Basis for Arm s Length pricing is not disclosed.
  • PPFAS Mutual FundBasis of Arm’s length pricing not disclosed

  27 for8 against

Mutual fund votes, meeting of 23 Jul 2024, 33 fund houses

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

• To consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2024, together with the Directors’ and Auditors’ Reports thereon.

  32 for0 against
• To declare a dividend of Rs. 36 per equity share of face value of Rs. 2 for the financial year ended 31 March 2024.

  32 for0 against
• To appoint a director in place of Rajeev Jain (DIN: 01550158), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment.

  32 for0 against
• Appointment of Price Waterhouse LLP, Chartered Accountants, (Firm Registration No. 301112E) as a Joint Statutory Auditor and to fix their remuneration.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Significant difference between the remuneration of Joint Auditors without compelling justification and scope of audit.

  28 for4 against
• Appointment of Kirtane & Pandit LLP, Chartered Accountants, (Firm Registration No. 105215W) as a Joint Statutory Auditor and to fix their remuneration.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Significant difference between the remuneration of Joint Auditors without compelling justification and scope of audit.

  28 for4 against
• Continuation of Sanjiv Bajaj (DIN: 00014615) as a non-executive and non-independent director of the Company.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundNo concern on the Profile & merit of Mr. Sanjiv Bajaj. The proposed remuneration is not in compliance with the Law. Governance Concern: Disguised Sitting fee, disparity in commission distribution.
  • Nippon India Mutual FundRemuneration is high
  • PPFAS Mutual FundProposed remuneration is not in compliance with Law; Disguised Sitting fee
  • Zerodha Mutual FundProposed remuneration is not in compliance with Law; Disguised Sitting fee.

  26 for6 against
• Appointment of Tarun Bajaj (DIN: 02026219) as an independent director for a term of five consecutive years w.e.f. 1 August 2024.

  32 for0 against
• Issue of non-convertible debentures through private placement.

  32 for0 against

Mutual fund votes, meeting of 19 Mar 2024, 33 fund houses

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

• Increase in the borrowing powers of the Company

  7 for0 against
• Creation of charge/security on the Company’s assets with respect to borrowing

  31 for0 against
• Re-appointment of Anami N Roy (DIN: 01361110) as an Independent Director of the Company for a second term of five consecutive years w.e.f. 1 April 2024

  ›Against Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Zerodha Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the Anami Roy is warranted he serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.
  • Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Excessive Time Commitments and Proposed term will lead to prolonged association with the Group.
  • HSBC Mutual Fundvote AGAINST the following nominee is warranted because: Anami Roy serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.
  • Kotak Mahindra Mutual FundAnami N Roy , 73, has over four decades of experience administration. He is associated with the group for the past 6 years. The proposed resolution would result in his prolonged association with the board. We believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we do not consider former group employees as independent.
  • PPFAS Mutual FundExcessive Time Commitments and Prolonged association
  • Quantum Mutual FundProposed term will lead to prolonged association with the Group.
  • Zerodha Mutual FundExcessive Time Commitments and Proposed term will lead to prolonged association with the Group.

  23 for10 against
• Re-appointment of Naushad Forbes (DIN: 00630825) as an Independent Director of the Company for a second term of five consecutive years w.e.f. 1 April 2024

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Proposed term will lead to prolonged association with the Group.
  • Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundDr. Naushad Forbes, 63, is Co-Chairperson of Forbes Marshall. He has been on the board since 1 April 2019. He has attended all six board meetings held in FY23 and six out of seven board meetings held till the date of notice. He is an independent director on the board of five listed companies (including Bajaj Finance Ltd.) Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe, as promoter and chairperson of various Forbes Marshall group companies, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Hence, we do not support his reappointment on the board.
  • Edelweiss Mutual FundLot of directorship in group companies and re-appointment may challenge the indepence of the director
  • Invesco Mutual FundDr. Naushad Forbes, 63, is Co-Chairperson of Forbes Marshall. He has been on the board since 1 April 2019. He has attended all six board meetings held in FY23 and six out of seven board meetings held till the date of notice. He is an independent director on the board of five listed companies (including Bajaj Finance Ltd.) Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe, as promoter and chairperson of various Forbes Marshall group companies, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Hence, we do not support his reappointment on the board
  • Kotak Mahindra Mutual FundDr. Naushad Darius Forbes , 63, has over three decades of experience management. He is associated with the group for the past 7 years. The proposed resolution would result in his prolonged association with the board. We believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we do not consider former group employees as independent.
  • Mirae Asset Mutual FundNot in line with our internal guidelines due to higher number of directorships. As per law 6 other directorships allowed whereas if a whole time director then 3 allowed. IIAS / SES consider 5 allowed as independent directorships as against 6 as per law. While the appointment is within companies act but sine he is founder of Forbes Marshall wherein we believe his role will be of whole time director, we are voting against
  • Nippon India Mutual FundProlonged association with the group
  • NJ Mutual Fund, PPFAS Mutual Fund, Quantum Mutual FundProposed term will lead to prolonged association with the Group
  • SBI Mutual FundDr. Naushad Forbes, 63, is Co-Chairperson of Forbes Marshall. He has been on the board since 1 April 2019. He has attended all six board meetings held in FY23 and six out of seven board meetings held till the date of notice. He is an independent director on the board of five listed companies (including Bajaj Finance Ltd.) Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe, as promoter and chairperson of various Forbes Marshall group companies, his responsibilities are equivalent to a whole-time directorship. This is why we do not support the resolution.
  • Zerodha Mutual FundProposed term will lead to prolonged association with the Group.

  14 for19 against
• Re-designation of Anup Kumar Saha (DIN: 07640220) as the Deputy Managing Director of the Company w.e.f. 1 April 2024

  33 for0 against
• Modification to the Employee Stock Option Scheme, 2009

  ›Against Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance Concern: Scheme proposed to be extended to Associate Companies without compelling reason.
  • Quantum Mutual FundScheme proposed to be extended to Associate Company(ies) without compelling reason.
  • Zerodha Mutual FundModification is to enable esop's to employees of associates companies

  26 for6 against
• Approval to extend the benefits and grant of options to the employee(s) of holding and/or subsidiary company(ies) under the Employee Stock Option Scheme, 2009

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThrough resolution #7, the company seeks to extend the grant of the ESOP 2009 scheme, to eligible employees of its group companies including its holding company, subsidiary company(ies) and associates. While we support the extension of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associate companies and/or holding company.
  • Edelweiss Mutual FundNot allowed
  • Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance Concern: Scheme proposed to be extended to Associate Companies without compelling reason.
  • HDFC Mutual FundRationale for providing ESOPs to its listed holding companies which have their own ESOP plans is not clear
  • HSBC Mutual FundA vote AGAINST the following resolution is considered warranted because: The proposal includes grant of stock options to employees of group, associate and holding companies without proper justification.
  • Invesco Mutual FundThrough resolution #7, the company seeks to extend the grant of the ESOP 2009 scheme, to eligible employees of its group companies including its holding company, subsidiary company(ies) and associates. While we support the extension of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associate companies and/or holding company
  • Kotak Mahindra Mutual FundWhile we support the extension of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associate companies and/or holding company. Hence voting against.
  • Mirae Asset Mutual FundBusiness decision and within Companies Act
  • Nippon India Mutual FundInadequate disclosure
  • NJ Mutual Fund, Quantum Mutual FundScheme proposed to be extended to Associate Company(ies) without compelling reason.
  • Zerodha Mutual FundModification is to enable esop's to employees of associates companies

  15 for18 against

Mutual fund votes, meeting of 31 Oct 2023, 30 fund houses

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

• Issuance of Warrants on a preferential basis to Bajaj Finserv Limited, Promoter and Holding Company

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Warrants priced at par with equity shares. No explanation as to why preferential offer is being made to promoters.
  • Bank of India Mutual FundAt an issue price of Rs 7,669.42, the issue is at a 2.6% discount to CMP of Rs 7,871.1. The proceeds from the issue will be utilized for repayment of debt, interest payments and general corporate purposes. The issue (assuming full conversion) will lead to a marginal dilution of 0.26% and promoter holding will increase from 55.87% to 55.98%. We recognize that the company needs funds to strengthen its capital structure, grow business and repay debt. While the capital adequacy ratio (CAR) was strong at 23.19% as of 30 September 2023 and Tier-1 capital was 21.88%, the company will need funds to maintain the CAR as it grows. Even so, we do not support the issue of warrants to promoters since it allows them to ride the stock price for 18 months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company’s long-term plans. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution.
  • Invesco Mutual FundAt an issue price of Rs. 7,669.42, the issue is at a 2.6% discount to CMP of Rs. 7,871.1. The proceeds from the issue will be utilized for repayment of debt, interest payments and general corporate purposes. The issue (assuming full conversion) will lead to a marginal dilution of 0.26% and promoter holding will increase from 55.87% to 55.98%. We recognize that the company needs funds to strengthen its capital structure, grow business and repay debt. While the capital adequacy ratio (CAR) was strong at 23.19% as of 30 September 2023 and Tier-1 capital was 21.88%, the company will need funds to maintain the CAR as it grows. Even so, we do not support the issue of warrants to promoters since it allows them to ride the stock price for 18 months. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundCompany fails to explains the purpose of choosing promoters as the source of fund raising
  • NJ Mutual Fund, Quantum Mutual FundWarrants & Equity Shares priced at par; no explanation as to why preferential offer is being made to promoters.
  • Sundaram Mutual FundAt an issue price of Rs 7,669.42, the issue is at a 2.6% discount to CMP of Rs 7,871.1. The proceeds from the issue will be utilized for repayment of debt, interest payments and general corporate purposes. The issue (assuming full conversion) will lead to a marginal dilution of 0.26% and promoter holding will increase from 55.87% to 55.98%. We recognize that the company needs funds to strengthen its capital structure, grow business and repay debt. While the capital adequacy ratio (CAR) was strong at 23.19% as of 30 September 2023 and Tier-1 capital was 21.88%, the company will need funds to maintain the CAR as it grows.Even so, we do not support the issue of warrants to promoters since it allows them to ride the stock price for 18 months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company’s long-term plans. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution.

  18 for11 against
• Fund Raising Activities and Issuance of Securities through Qualified Institutions Placement (QIP)

  25 for0 against
• Alteration of the Object Clause of the Memorandum of Association of the Company

  29 for0 against