Bansal Wire Industries CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 15 May 2025, 12 fund houses

• RE-APPOINTMENT OF SHRI SATISH PRAKASH AGGARWAL (DIN: 08778242) AS NON EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM OF FIVE CONSECUTIVE YEARS

  ›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, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundAttendance details are not disclosed for Board meetings held during FY 2024-25 till the date of the Notice. Governance Concern: Combined position of Audit Committee & Nomination & Remuneration Committee Chairperson. Low attendance at Board Meetings in FY 2023-24. A single director acting as chairperson of both committees may lead to a concentration of power in the hands of a single individual and may not be in the best interest of corporate governance.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of the appointee. Non-compliance under SS-2: Attendance details are not disclosed for Board meetings held during FY 2024-25 till the date of the Notice. Governance Concern: Combined position of AC & NRC Chairperson. Low attendance at Board Meetings in FY 2023-24.
  • Bank of India Mutual FundSatish Aggarwal, 77, was previously associated with Ajay K. Garg & Co. He has forty years of experience in value added tax, goods and services tax and accounting matters. He has been on the board since 13 July 2020. The company also seeks shareholder approval for his continuation on the board as he has attained 75 years of age, as required under amendments to SEBI’s LODR. We are unable to support his reappointment as Independent Director because he attended two out of twenty-two (9%) board meetings held in FY24 – despite his responsibilities as Chairperson of all five board committees. We expect directors to attend all board meetings and at the very least 75% board meetings in a year. The company should have disclosed his FY25 attendance in the shareholder notice. Further, the company should have provided granular clarity with respect to his work experience while seeking shareholder approval for his reappointment.
  • HSBC Mutual FundWe have concerns about the director's attendance at board meetings
  • Invesco Mutual FundSatish Aggarwal, 77, was previously associated with Ajay K. Garg & Co. He has forty years of experience in value added tax, goods and services tax and accounting matters. He has been on the board since 13 July 2020. The company also seeks shareholder approval for his continuation on the board as he has attained 75 years of age, as required under amendments to SEBI’s LODR. We are unable to support his reappointment as Independent Director because he attended two out of twenty-two (9%) board meetings held in FY24 – despite his responsibilities as Chairperson of all five board committees. We expect directors to attend all board meetings and at the very least 75% board meetings in a year. The company should have disclosed his FY25 attendance in the shareholder notice. Further, the company should have provided granular clarity with respect to his work experience while seeking shareholder approval for his reappointment. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  3 for9 against

Mutual fund votes, meeting of 10 Jan 2025, 11 fund houses

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

• Approval for appointment of Shri Piyush Tiwari (din: 07194427) as an Independent Director of the Company for a term of five consecutive years

  11 for0 against
• Approval for enhancement of limit to make an investment, grant loan, give guarantee or provide security as specified under Section 186 of the Companies Act, 2013

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Trust 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.
  • Bank of India Mutual FundAs on 31 March 2024, the company has outstanding guarantees of Rs. 1.0 bn and loans of Rs. 0.8 bn. BWIL has enough headroom under the current automatic limit of Rs. 3.0 bn to provide incremental financial support. While BWIL has primarily supported Bansal Steel Aradhya Private Limited (BASPL)- a promoter company in the past, post the IPO of BWIL, its management has indicated that it does not intend to maintain any business/financial fungibility with BASPL, as disclosed in credit rating reports. This is an enabling approval, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. We believe 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. Further, BWIL has not articulated in the notice the rationale to justify the increase in the transaction limits sought. In the absence of disclosures, we are unable to support this resolution.
  • Invesco Mutual FundSection 186 of the Companies Act, 2013 AGAINST As on 31 March 2024, the company has outstanding guarantees of Rs. 1.0 bn and loans of Rs. 0.8 bn. BWIL has enough headroom under the current automatic limit of Rs. 3.0 bn to provide incremental financial support. While BWIL has primarily supported Bansal Steel Aradhya Private Limited (BASPL)- a promoter company in the past, post the IPO of BWIL, its management has indicated that it does not intend to maintain any business/financial fungibility with BASPL, as disclosed in credit rating reports. This is an enabling approval, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. We believe 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. Further, BWIL has not articulated in the notice the rationale to justify the increase in the transaction limits sought. In the absence of disclosures, we are unable to support this resolution
  • Motilal Oswal Mutual FundInadequate disclosures w.r.t particulars of recipient

  5 for6 against
• Approval for creation of charge, mortgage of property movable and immovable, both present and future, of the company to secure the borrowings by the company and/or by its subsidiary(ies) Company in pursuance of Section 180(1)(a) of Companies act, 2013MoreLess

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

  • Bandhan Mutual Fund, Edelweiss Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosures in regards to the blanket approval.
  • Motilal Oswal Mutual FundInadequate disclosures

  7 for3 against

Mutual fund votes, meeting of 30 Sep 2024, 11 fund houses

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, the Report of Board of Directors and Auditors of the Company thereon and the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 and the Report of Auditors thereonMoreLess

  11 for0 against
• To appoint Shri Arun Gupta (DIN- 00255850), as a Whole Time Director who retires by rotation, and being eligible, offers himself for reappointment

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund

  • Bandhan Mutual FundReappointment is compliant with law. Governance concern: Combined position as Chairman and Whole-time Director.
  • Edelweiss Mutual FundQualifications and prior experience of the candidate

  9 for2 against
• To appoint Prateek Gupta & Company, Chartered Accountants [Firm Registration No. 016512C] as the Statutory Auditor of the Company for a period of 5 years

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual FundNo concern on the merits and eligibility of the proposed appointee. Non-Compliant with SEBI LODR, 2015: Non-Disclosure of Basis of recommendation, including Credentials of Auditor and proposed audit fee payable to the Statutory auditors.
  • Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual FundPrateek Gupta & Co. were appointed on 24 November 2023 to fill in the casual vacancy caused by the resignation due to pre-occupation of S.P. Agarwal & Co. The company proposes to appoint Prateek Gupta & Co. as statutory auditors for five years from the conclusion of 2024 AGM. For FY23 and FY24, the overall auditor remuneration aggregated Rs. 0.9 mn and Rs. 1.6 mn respectively. As per Regulation 36(5) of SEBI’s LODR 2015, companies are mandated to disclose the terms of appointment/ re appointment of auditors, including the remuneration payable to them. The company has not made any disclosures on the proposed audit fees or auditor profile. Public sources suggest that Prateek Gupta & Co. is a sole proprietorship and the signing auditor Prateek Gupta has about 13 years of experience which is not enough to be the statutory auditor of a public company. We do not support the resolution.
  • HSBC Mutual FundIdeally a profile of auditors should include, among other things, the number of audit partners and employees, and the firms experience/expertise in audit of companies of similar size and complexity. In absence of such information in the circular and public domain, the competence if the statutory auditor cannot be ascertained.
  • SBI Mutual FundPrateek Gupta & Co. were appointed on 24 November 2023 to fill in the casual vacancy caused by the resignation due to pre-occupation of S.P. Agarwal & Co. The company proposes to appoint Prateek Gupta & Co. as statutory auditors for five years from the conclusion of 2024 AGM. For FY23 and FY24, the overall auditor remuneration aggregated Rs. 0.9 mn and Rs. 1.6 mn respectively. Public sources suggest that Prateek Gupta & Co. is a sole proprietorship and the signing auditor Prateek Gupta has about 13 years of experience which is not enough to be the statutory auditor of a public company. On engagement with the company, the company has clarified the fees to be Rs. 2.5 mn, which is acceptable, however, we believe that the company should have appointed an audit firm with stronger credentials post the IPO. We do not support the resolution.

  5 for6 against
• Ratification of Remuneration of Ashish & Associates, Cost Accountants, appointed as Cost Auditor of the Company

  11 for0 against
• To approve the Material Related Party Transaction between the Company and Bansal High Carbons Private Limited

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund

  • Bandhan Mutual FundProposed material RPTs are compliant with law. Governance Concern: Basis for Arm’s Length pricing not disclosed.
  • Edelweiss Mutual FundBasis for Arm’s Length pricing not disclosed.

  9 for2 against
• To approve the Material Related Party Transaction between the Company and Balaji Wires Private Limited

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund

  • Bandhan Mutual FundProposed material RPTs are compliant with law. Governance Concern: Basis for Arm’s Length pricing not disclosed.
  • Edelweiss Mutual FundBasis for Arm’s Length pricing not disclosed.

  9 for2 against
• To approve the Material Related Party Transaction between the Company and Bansal Steel & Power Limited

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund

  • Bandhan Mutual FundProposed material RPTs are compliant with law. Governance Concern: Basis for Arm’s Length pricing not disclosed.
  • Edelweiss Mutual FundBasis for Arm’s Length pricing not disclosed.

  9 for2 against
• To approve the Material Related Party Transaction between the Company and Bansal Aradhya Steel Private Limited

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual FundProposed material RPTs are compliant with law. Governance Concern: Basis for Arm’s Length pricing not disclosed.
  • Bank of India Mutual Fund, DSP Mutual Fund, SBI Mutual FundBansal Aradhya Steel Private Limited (BASPL) is a promoter group company engaged in the business of supplying specialty steel wire and ropes to the global automotive tyre, cable, spring & rope industry. BASPL was acquired by the promoters through an NCLT process in October 2020. On 31 March 2024, Bansal Wire Industries Limited had extended a corporate guarantee for loans taken by BASPL from IndusInd Bank and Bajaj Finance Limited aggregating Rs. 867.24 mn and Rs. 100 mn respectively. The company proposes to enter into related party transactions in the nature of purchase or sale of goods and rendering and/or availing of the services for business purpose up to Rs. 3.0 bn. In FY23 and FY24, such transactions aggregated Rs. 1.5 bn and Rs. 2.1 bn respectively. The proposed limit is 12.2% of BWIL’s FY24 consolidated turnover and BWIL’s purchases from BASPL are 1.35x of BASPL’s FY24 revenues. While the company confirms that the transactions are operational in nature and are undertaken in the ordinary course of business and at arm’s length. We do not support business adjacencies in promoter-controlled companies.
  • Edelweiss Mutual FundBasis for Arm’s Length pricing not disclosed.
  • Invesco Mutual FundBansal Aradhya Steel Private Limited (BASPL) is a promoter group company engaged in the business of supplying specialty steel wire and ropes to the global automotive tyre, cable, spring & rope industry. BASPL was acquired by the promoters through an NCLT process in October 2020. On 31 March 2024, Bansal Wire Industries Limited had extended a corporate guarantee for loans taken by BASPL from IndusInd Bank and Bajaj Finance Limited aggregating Rs. 867.24 mn and Rs. 100 mn respectively. The company proposes to enter into related party transactions in the nature of purchase or sale of goods and rendering and/or availing of the services for business purpose up to Rs. 3.0 bn. In FY23 and FY24, such transactions aggregated Rs. 1.5 bn and Rs. 2.1 bn respectively. The proposed limit is 12.2% of BWIL’s FY24 consolidated turnover and BWIL’s purchases from BASPL are 1.35x of BASPL’s FY24 revenues. While the company confirms that the transactions are operational in nature and are undertaken in the ordinary course of business and at arm’s length. We do not support business adjacencies in promoter-controlled companies

  5 for6 against