Bharat Bijlee MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 11 Sep 2025, 12 fund houses

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

• To receive, consider and adopt the Financial Statements, namely (i) Audited Balance Sheet as at March 31, 2025, (ii) the Audited Statement of Profit and Loss for the Financial Year ended on that date (iii) Cash Flow Statement for the Financial Year ended on that date and the Reports of the Board of Directors and Auditors thereon;MoreLess

  11 for0 against
• To declare Dividend of Rs. 35/- (Rupees Thirty Five only) per fully paid-up equity share (700%) of Face Value of Rs. 5/- (Rupees Five only) each, for the Financial Year 2024-2025

  12 for0 against
• To appoint a Director in place of Mr. Nakul P. Mehta (DIN: 00056561), Managing Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment

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

  • Angel One Mutual FundGovernance concern: Excessive remuneration.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Excessive remuneration.

  8 for4 against
• To appoint a Director in place of Mr. Prakash V. Mehta (DIN 00001366), Non-executive (Non-Independent) Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, quant Mutual Fund

  • Angel One Mutual FundThe director’s re-appointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution. Governance Concern: No cooling off period served before appointments as Non-Executive-Non-Independent Director post completion of terms as an Independent Director.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliance under SEBI (LODR) Regulations: The director’s re-appointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution. Governance Concern: No cooling off period served before appointments as NENID post completion of terms as an ID.
  • quant Mutual FundNon-compliance under SEBI (LODR) Regulations: The director’s re-appointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution. Governance concern: No cooling off period served before appointments as NE-NID post completion of terms as an ID.

  7 for5 against
• To approve Ratification of Cost Auditors’ Remuneration to be paid to Messrs P M Nanabhoy & Co., Cost Accountants (Firm Registration No. 000012) for the financial year 2025-2026

  12 for0 against
• To approve the appointment of Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company

  12 for0 against

Mutual fund votes, meeting of 29 Aug 2024, 9 fund houses

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

• To receive, consider and adopt the Financial Statements, namely (i) Audited Balance Sheet as at March 31, 2024, (ii) the Audited Statement of Profit and Loss for the Financial Year ended on that date (iii) Cash Flow Statement for the Financial Year ended on that date and the Reports of the Board of Directors and Auditors thereon;MoreLess

  7 for0 against
• To declare Dividend of Rs. 35/- (Rupees Thirty Five only) per fully paid-up equity share (700%) of Face Value of Rs. 5/- (Rupees Five only) each, for the Financial Year 2023-2024

  8 for0 against
• To appoint a Director in place of Mr. Nikhil J. Danani (DIN: 00056514), Managing Director of the Company, who retires by rotation and, being eligible, offers himself for re-¬appointment

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  8 for1 against
• To consider and approve the appointment of Mr. Joseph Conrad Agnelo D’Souza (DIN: 00010576), as an Independent Director of the Company, for a term of 5 (five) consecutive years

  9 for0 against
• To consider and approve the appointment of Mr. Premal Pradip Madhavji (DIN: 02101791), as an Independent Director of the Company, for a term of 5 (five) consecutive years

  9 for0 against
• To consider and approve the appointment of Mr. Jehangir Hirji Cawasji Jehangir (DIN 00001451), as an Independent Director of the Company, for a term of 5 (five) consecutive years

  9 for0 against
• To consider and approve the Re-appointment of Mrs. Mahnaz A. Curmally (DIN 06907271), as an Independent Director of the Company, for a second term of 5 (five) consecutive years

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Taurus Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • JM Financial Mutual FundRe-appointment compliant with law. Governance concern: Prolonged Association.
  • Mahindra Manulife Mutual FundMs. Mahnaz A. Curmally, 76, is former Chairperson South Asia of Ogilvy PR. She has around 40 years of experience in corporate and marketing communications in India. She attended 83% (5 out of 6) of board meetings held in FY24.Amendments to SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – Ms. Mahnaz A. Curmally is 76 years of age. We do not consider age to be a criterion for board directorships.However, she was appointed on the board of Bharat Bijlee Limited as Non-Executive Non-Independent Director on 25 July 2014. She was redesignated as Independent Director on 9 September 2019. Since she has completed ten years of association with Bharat Bijlee Limited, we consider her to be non-independent. We do not support her reappointment as Independent Director. The company must consider reappointing her as Non-Executive Non-Independent Director.
  • Taurus Mutual FundMs. Mahnaz A. Curmally, 76, is former Chairperson South Asia of Ogilvy PR. She has around 40 years of experience in corporate and marketing communications in India. She attended 83% (5 out of 6) of board meetings held in FY24. Amendments to SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – Ms. Mahnaz A. Curmally is 76 years of age. We do not consider age to be a criterion for board directorships. However, she was appointed on the board of Bharat Bijlee Limited as Non-Executive Non-Independent Director on 25 July 2014. She was redesignated as Independent Director on 9 September 2019. Since she has completed ten years of association with Bharat Bijlee Limited, we consider her to be non-independent. We do not support her reappointment as Independent Director. The company must consider reappointing her as Non-Executive Non-Independent Director.

  5 for4 against
• To consider and approve the Re-appointment of Mr. Shome N. Danani (DIN 00217787), as a Whole-time Director, designated as “Executive Director” of the Company, for a further period of five (5) consecutive yearsMoreLess

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Tata Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board. His pay structure is open-ended with no absolute cap on commission, this makes his overall pay open-ended. The company has not disclosed the targets which would be used to determine the outcome under the commission element. There are concerns on the historic alignment of pay with the performance of the company. His estimated remuneration is aggressively positioned when compared to peers with similar size and scale of business operations.
  • JM Financial Mutual FundRe-appointment compliant with law. Governance concern: No absolute cap on variable pay or total remuneration.
  • Mahindra Manulife Mutual FundShome N. Danani received remuneration of Rs. 74.0 mn (including commission of Rs. 61.7 mn) in FY24, which was 117.5x the median employee remuneration. While we support his reappointment, we do not support his remuneration terms because, based on his previous payout, we estimate his remuneration for FY25 at Rs. 91.4 mn and for FY26 at Rs. 113.0 mn, which is higher than peers and not commensurate with the size and scale of the company. The commission which forms bulk of his remuneration (83% of aggregate FY24 pay) is open-ended with no absolute cap or guidance. Commission as a % of PBT increased from 1.3% in FY21 to 3.5% in FY24. The commission is enabling as it is at the discretion of the NRC. Further, there are no disclosures on the performance metrics that determine variable pay. We expect companies to disclose performance metrics and cap the remuneration payable in absolute terms.Further, the total promoter remuneration in FY24 aggregated to Rs. 296.8 mn which equated to ~17.1% of FY24 PBT and ~16.6% of FY24 employee benefit expenses, which is high. Therefore, we do not support the resolution.
  • Tata Mutual FundWe do not support the resolution due to following governance concerns - 1. We estimate his remuneration for FY25 at Rs. 91.4 mn and for FY26 at Rs. 113.0 mn, which is higher than peers and not commensurate with the size and scale of the company. 2. Total promoter remuneration in FY24 aggregated to Rs. 296.8 mn which equated to ~17.1% of FY24 PBT and ~16.6% of FY24 employee benefit expenses, which is high. 3. No absolute cap on variable pay or total remuneration with no disclosures on the performance metrics that determine variable pay.

  4 for4 against
• To consider and approve the Appointment (Re-designation) of Mr. Prakash V. Mehta (DIN 00001366), as a Director of the Company

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board. We have concerns about insufficient independence on the Audit, Remuneration and Nomination Committees.
  • JM Financial Mutual FundAppointment compliant with Law. Governance Concern: No cooling off period served before appointments as NE-NID post completion of two terms as an ID.

  6 for2 against
• To consider and approve the Appointment (Re-designation) of Mr. Sanjiv N. Shah (DIN 00007211), as a Director of the Company

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board. We have concerns about insufficient independence on the Audit, Remuneration and Nomination Committees. We have concerns about the lack of independence of the Audit, Remuneration and Nomination Committees' Chair.
  • JM Financial Mutual FundAppointment compliant with Law. Governance Concern: No cooling off period served before appointments as NE-NID post completion of two terms as an ID.

  6 for2 against
• To consider and approve the Appointment (Re-designation) of Mr. Jairaj C. Thacker (DIN 00108552), as a Director of the Company

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Taurus Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board. We have concerns about insufficient independence on the Audit, Remuneration and Nomination Committees. We have concerns about the director's attendance at board meetings.
  • JM Financial Mutual FundAppointment compliant with Law. Governance Concern: No cooling off period served before appointments as NE-NID post completion of two terms as an ID.
  • Mahindra Manulife Mutual FundJairaj C. Thacker, 72, is the Managing Director of Golden Chemicals Pvt. Ltd. He is the Managing Trustee of Narsee Monjee Educational Trust which runs Jamnabai Narsee School. He has been an Independent Director on the board of the company since 27 June 2002. His current term as Independent Director ends on 8 September 2024. The company seeks to redesignate him as Non-Executive Non-Independent Director from 9 September 2024, to provide board continuity.Further, amendments to SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – Jairaj C. Thacker will attain 75 years of age on 3 December 2026: we do not consider age to be a criterion for board directorships.However, he attended 66% (4 out of 6) board meetings in FY24 and 66% (10 out of 15) in the last three years: we expect directors to attend all board meetings and have a threshold of 75% over a three-year period. While we support his redesignation as Non-Executive Non-Independent Director, we are unable to support his continuation on the board given his low attendance.
  • Taurus Mutual FundJairaj C. Thacker, 72, is the Managing Director of Golden Chemicals Pvt. Ltd. He is the Managing Trustee of Narsee Monjee Educational Trust which runs Jamnabai Narsee School. He has been an Independent Director on the board of the company since 27 June 2002. His current term as Independent Director ends on 8 September 2024. The company seeks to redesignate him as Non-Executive Non-Independent Director from 9 September 2024, to provide board continuity. Further, amendments to SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – Jairaj C. Thacker will attain 75 years of age on 3 December 2026: we do not consider age to be a criterion for board directorships. However, he attended 66% (4 out of 6) board meetings in FY24 and 66% (10 out of 15) in the last three years: we expect directors to attend all board meetings and have a threshold of 75% over a three-year period. While we support his redesignation as Non-Executive Non-Independent Director, we are unable to support his continuation on the board given his low attendance.

  5 for4 against
• To consider and approve the Appointment (Re-designation) of Mr. Rajeshwar D. Bajaaj (DIN 00087845), as a Director of the Company

  ›Against HSBC Mutual Fund, JM Financial Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • JM Financial Mutual FundAppointment compliant with Law. Governance Concern: No cooling off period served before appointments as NE-NID post completion of two terms as an ID.

  7 for2 against
• To consider and approve Creation of Charge(s) on the movable and immovable properties of the Company, both present and future, in respect of borrowings, under Section 180(1)(a) of the Companies Act, 2013MoreLess

  7 for0 against
• Ratification of Cost Auditors’ Remuneration to be paid to Messrs. P M Nanabhoy & Co., Cost Accountants (Firm Registration No. 000012) for the financial year 2024-2025

  8 for0 against

Mutual fund votes, meeting of 21 Mar 2024, 5 fund houses

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

• Sub-division / Split of Existing 1 (One) Equity Share of face value of ₹ 10/- (Rupees Ten only) each, fully paid up, into 2 (Two) Equity Shares of face value of ₹ 5/- (Rupees Five only) each, fully paid up.MoreLess

  3 for0 against
• Alteration of the Capital Clause (Clause 5) of the Memorandum of Association of the Company, consequent to the Sub-division / Split of the face value of the Equity Shares of the Company

  3 for0 against
• Alteration of the Capital Clause [Clause II (4)] of the Articles of Association of the Company, consequent to the Sub-division / Split of the face value of the Equity Shares of the Company

  3 for0 against

Mutual fund votes, meeting of 22 Feb 2024, 3 fund houses

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

• Re-appointment and Remuneration of Mr. Nikhil J. Danani (DIN 00056514), as the Managing Director of the Company, for a further period of five (5) years and continuation of Office beyond the age limit of 70 yearsMoreLess

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundHe received remuneration of Rs. 73.1 mn (including commission of Rs. 54.2 mn) in FY23, which was 100.7x the median employee remuneration. While we support his reappointment and continuation, we do not support his remuneration terms as we estimate his remuneration for FY24 at Rs. 90.8 mn and for FY25 at Rs. 105.8 mn, which is higher than peers and not commensurate with the size and scale of the company. The commission which forms bulk of his remuneration (74% of aggregate FY23 pay) is open-ended with no absolute cap. The commission is enabling as it is at the discretion of the NRC. Further, there are no disclosures on the performance metrics that determine variable commission. We expect companies to disclose performance metrics and cap the remuneration payable in absolute terms. The total promoter remuneration in FY23 aggregated to Rs. 194.6 mn which equated to ~17.5% of FY23 PBT and ~13.2% of FY23 employee benefit expenses, which is significantly high.

  1 for1 against
• Re-appointment and Remuneration of Mr. Nakul P. Mehta (DIN 00056561), as the Managing Director of the Company, for a further period of five (5) years and continuation of Office beyond the age limit of 70 yearsMoreLess

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundNakul Mehta, 65, is promoter Vice Chairperson and Managing Director of the company and has served on the board since its inception. He received remuneration of Rs. 73.1 mn (including commission of Rs. 54.2 mn) in FY23, which was 100.7x the median employee remuneration. While we support his reappointment and continuation, we do not support his remuneration terms as we estimate his remuneration for FY24 at Rs. 90.8 mn and for FY25 at Rs. 105.8 mn, which is higher than peers and not commensurate with the size and scale of the company.The commission which forms bulk of his remuneration (74% of aggregate FY23 pay) is open-ended with no absolute cap. The commission is enabling as it is at the discretion of the NRC. Further, there are no disclosures on the performance metrics that determine variable commission. We expect companies to disclose performance metrics and cap the remuneration payable in absolute terms. The total promoter remuneration in FY23 aggregated to Rs. 194.6 mn which equated to ~17.5% of FY23 PBT and ~13.2% of FY23 employee benefit expenses, which is significantly high.

  1 for1 against

Mutual fund votes, meeting of 14 Sep 2023, 1 fund house

• To receive, consider and adopt the Financial Statements, namely (i) Audited Balance Sheet as at March 31, 2023, (ii) the Audited Statement of Profit and Loss for the Financial Year ended on that date (iii) Cash Flow Statement for the Financial Year ended on that date and the Reports of the Board of Directors and Auditors thereonMoreLess

  1 for0 against
• To declare Dividend of Rs. 40/- (Rupees Forty only) per fully paid-up equity share (400%) of Face Value of Rs. 10/- (Rupees Ten Only) each, for the Financial Year 2022-2023

  1 for0 against
• To appoint a Director in place of Mr. Shome N. Danani (DIN: 00217787), who retires by rotation and, being eligible, offers himself for re-appointment

  1 for0 against
• Ratification of Cost Auditors’ Remuneration to be paid to Messrs. P M Nanabhoy & Co., Cost Accountants (Firm Registration No. 000012) for the financial year ending March 31, 2024

  1 for0 against

Mutual fund votes, meeting of 28 Sep 2022, 2 fund houses

• To receive, consider and adopt the financial statements, namely (i) Audited Balance Sheet as at March 31, 2022, (ii) the audited Statement of Profit and Loss for the financial year ended on that date (iii) Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereonMoreLess

  2 for0 against
• To declare Dividend of Rs. 30/- (Rupees Thirty only) per fully paid-up equity share of Face Value of Rs. 10/- (Rupees Ten Only) each, which includes Rs. 10/- per fully paid-up equity share, for the Financial Year 2021-2022, on occasion of Company’s 75th Annual ReportMoreLess

  2 for0 against
• To appoint a Director in place of Mr. Shome N. Danani (DIN: 00217787), who retires by rotation and, being eligible, offers himself for re-appointment

  2 for0 against
• To Re-appoint the Statutory Auditors of the Company for a second (2nd) Term of five (5) consecutive years

  2 for0 against
• Ratification of Cost Auditors’ Remuneration to be paid to Messrs. P M Nanabhoy & Co., Cost Accountants (Firm Registration No. 000012) for the financial year ending March 31, 2023

  2 for0 against