The Bombay Burmah Trading Corporation MD, chairman, board of directors and AGM
NSE: BBTCBSE: 501425Food ProductsSmall Cap
Share price at the NSE close on 23 Oct 2026. Previous close ₹1,155.70.
- Market capMarket capitalisation. Share price times the number of shares: what the whole company is worth at the day's price. The rank is by average market value over the six months to Jun 2026, among listed companies.
- ₹7,874 Cr521st largest listed
- P/EPrice to earnings, trailing. Market cap divided by the profit of the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, after the share of the other owners of its subsidiaries: what investors pay for each rupee of a year's profit. The filing of 13 Aug 2026
- 6.1
- P/BPrice to book. Market cap divided by the net worth that belongs to the company's own shareholders, its assets less everything it owes and less the other owners' share of its subsidiaries, on its latest balance sheet. The filing of 13 May 2026
- 1.1
- Dividend yieldDividend yield. Dividends paid per share in the twelve months to the day, as a percentage of the day's share price.
- 1.51%
- ROEReturn on equity. Profit over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, as a percentage of their net worth, the money they have in the business. Net worth is the average of the latest balance sheet and the one a year before it. The filing of 13 Aug 2026
- 20.4%
- ROCEReturn on capital employed. Operating profit after depreciation (revenue less operating expenses and depreciation, without other income and one-off items) as a percentage of all the money the business runs on: the whole group's net worth, the other owners of its subsidiaries included, plus borrowings. Lease liabilities are not counted: the results filings do not state them. The profit is over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly); net worth and borrowings are on the latest balance sheet. The filing of 13 Aug 2026
- 28.6%
- Debt to equityDebt to equity. Borrowings divided by the whole group's net worth, the other owners of its subsidiaries included: rupees borrowed for each rupee of equity in the business. Lease liabilities are not counted: the results filings do not state them. From the balance sheet at the end of Mar 2026. The filing of 13 May 2026
- 0.16
- Volume, NSEVolume. Shares traded on the last trading day; delivery is the part buyers kept rather than sold again the same day.
- 56,26542.3% delivered
The Bombay Burmah Trading Corporation board of directors
At the end of the quarter to Jun 2026, as the company filed it; changes since are in its announcements.Their trades in its shares
- ChairpersonNusli Neville Wadia
- Managing directorNess Nusli Wadia
8 directors4 independent1 executive3 non-executive
- Nusli Neville Wadia · ChairpersonNon-executive · joined Oct 1980 · 3 listed boards
- Y S ThoratIndependent · joined Feb 2019 · reappointed Feb 2024 · 88 months as independent · 3 listed boards · 3 as independent · 7 committee seats, 3 as chair
- Keki Manchersha ElaviaIndependent · joined Aug 2024 · reappointed Aug 2024 · 22 months as independent · 2 listed boards · 2 as independent · 4 committee seats, 2 as chair
- Rajesh Kumar BatraIndependent · joined Mar 2017 · reappointed Mar 2022 · 111 months as independent · 4 listed boards · 3 as independent · 5 committee seats, 1 as chair
- Rukhshana Jina MistryIndependent · joined Aug 2025 · reappointed Aug 2025 · 10 months as independent · 5 listed boards · 5 as independent · 6 committee seats, 2 as chair
- Minnie BodhanwalaNon-executive · joined Mar 2017 · 4 listed boards · 6 committee seats, 2 as chair
- Jehangir Nusli WadiaNon-executive · joined Nov 2024 · 3 listed boards
- Ness Nusli Wadia · Managing directorExecutive · joined Apr 2010 · 5 listed boards · 5 committee seats
An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.
1 director who left
- Chandra Iyengar, left 28 May 2025: Others
Committees and meetings
Who sits on each, and how often they met.Board meeting notices and outcomes
Board
- 13 May 20267 of 8 present3 independent · 46 days in between
- 27 Mar 20267 of 8 present3 independent · no day in between
- 26 Mar 20268 of 8 present4 independent · 40 days in between
- 13 Feb 20267 of 8 present3 independent
Audit Committee
Chair Keki Manchersha Elavia
Y S Thorat, Rukhshana Jina Mistry, Minnie Bodhanwala
- 13 May 20263 of 4 present2 independent · 12 days in between
- 30 Apr 20264 of 4 present3 independent · 34 days in between
- 26 Mar 20264 of 4 present3 independent · 40 days in between
- 13 Feb 20264 of 4 present3 independent · 15 days in between
1 earlier meeting
- 28 Jan 20264 of 4 present3 independent
Nomination and remuneration committee
Chair Rajesh Kumar Batra
Nusli Neville Wadia, Y S Thorat
- 13 May 20263 of 3 present2 independent · 90 days in between
- 11 Feb 20263 of 3 present2 independent · 13 days in between
Stakeholders Relationship Committee
Chair Minnie Bodhanwala
Rajesh Kumar Batra, Ness Nusli Wadia
No meeting listed in the filing.
Risk Management Committee
Chair Rajesh Kumar Batra
Keki Manchersha Elavia, Y S Thorat, Ness Nusli Wadia, Lalita Rajesh
- 28 Jan 20263 of 4 present3 independent
Corporate Social Responsibility Committee
Chair Minnie Bodhanwala
Rajesh Kumar Batra, Ness Nusli Wadia
- 27 Mar 20262 of 3 present0 independent
Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.
Statutory auditor
Named in the results for the quarter to Mar 2026.
- M/s Walker Chandiok & Co. LLPPeer-review certificate valid to May 2028
1 earlier auditor
- Walker Chandiok & Co. LLPNamed in the filing for the quarter to Mar 2025
A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.
The Bombay Burmah Trading Corporation AGM and shareholder votes
Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.The Bombay Burmah Trading Corporation dividend history
Annual general meeting, 13 Aug 2026
49,855 shareholders on the register on 6 Aug 2026; present: 16 promoters and 40 others; votes counted by Tushar Shridharani / TUSHAR SHRIDHARANI & ASSOCIATES LLP.The company's voting result (opens in a new tab)
To receive, consider and adopt: a. the audited Financial Statements of the Corporation for the Financial Year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon; and b. the audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31st March, 2026 together with the Report of the Auditors thereon.MoreLess
Ordinary99.94% for0.06% againstAgainst: promoters 0.00% · institutions 0.46% · other public 32.25%
Turnout: all 83.02% · promoters 100.00% · institutions 84.89% · other public 0.25%
- To appoint a Director in place of Ms. Minnie Bodhanwala [DIN: 00422067], who retires by rotation and being eligible, offers herself for re-appointment.Ordinary96.81% for3.19% against
Against: promoters 0.00% · institutions 29.19% · other public 34.16%
Turnout: all 83.13% · promoters 100.00% · institutions 85.93% · other public 0.25%
- Appointment of Branch auditors of the Corporation.Ordinary99.94% for0.06% against
Against: promoters 0.00% · institutions 0.46% · other public 32.12%
Turnout: all 83.13% · promoters 100.00% · institutions 85.93% · other public 0.25%
Ratification of the remuneration payable to Jyothi Satish & Co., Cost Accountants (Firm Registration No. 101197), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2027.MoreLess
Ordinary99.93% for0.07% againstAgainst: promoters 0.00% · institutions 0.46% · other public 34.37%
Turnout: all 83.13% · promoters 100.00% · institutions 85.93% · other public 0.25%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 26 Mar 2026, 1 resolution
47,436 shareholders on the register on 20 Feb 2026; votes counted by PRAVEEN SONI / TRP & PARTNERS LLP.The company's voting result (opens in a new tab)
Re-appointment of Mr. Ness N. Wadia (DIN:00036049) as the Managing Director of the Corporation for a period of 5 years with effect from 1st April, 2026 to 31st March, 2031 and approving his remuneration.MoreLess
SpecialPromoters have an interest in it95.87% for4.13% againstAgainst: promoters 0.00% · institutions 31.75% · other public 15.59%
Turnout: all 81.82% · promoters 100.00% · institutions 86.75% · other public 0.93%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 8 Oct 2025, 1 resolution
46,103 shareholders on the register on 5 Sep 2025; votes counted by Mr. Praveen Soni / TRP and Partners LLP.The company's voting result (opens in a new tab)
- Appointment of Ms. Rukhshana Jina Mistry (DIN: 08398795) as a Non-Executive Independent Woman Director of the Corporation for a term of 5 years w.e.f. 26th August, 2025Special99.50% for0.50% against
Against: promoters 0.00% · institutions 4.33% · other public 7.18%
Turnout: all 83.65% · promoters 100.00% · institutions 88.54% · other public 0.75%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 14 Aug 2025, 6 resolutions
45,819 shareholders on the register on 7 Aug 2025; present: 16 promoters and 39 others; votes counted by Tushar Shridharani / M/s Tushar Shridharani & Associates LLP.The company's voting result (opens in a new tab)
To receive, consider and adopt: a. the audited Financial Statements of the Corporation for the Financial Year ended 31st March, 2025 together with the Reports of the Board of Directors and Auditors thereon; and b. the audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31st March, 2025 together with the Report of the Auditors thereon.MoreLess
Ordinary95.10% for4.90% againstAgainst: promoters 0.00% · institutions 43.30% · other public 4.80%
Turnout: all 83.62% · promoters 100.00% · institutions 87.35% · other public 0.86%
- To re-appoint Walker Chandiok & Co. LLP, Chartered Accountants (Registration No. 001076N/N500013) as the Statutory Auditors of the Corporation.Ordinary99.42% for0.58% against
Against: promoters 0.00% · institutions 5.01% · other public 3.67%
Turnout: all 83.72% · promoters 100.00% · institutions 88.25% · other public 0.86%
- Appointment of Branch auditors of the Corporation.Ordinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 3.60%
Turnout: all 83.71% · promoters 100.00% · institutions 88.17% · other public 0.86%
- Appointment of Tushar Shridharani & Associates LLP, Practicing Company Secretaries as Secretarial Auditors for a term of 5 years.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.17%
Turnout: all 83.71% · promoters 100.00% · institutions 88.17% · other public 0.86%
Ratification of the remuneration payable to Jyothi Satish & Co., Cost Accountants (Firm Registration No. 101197), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2026.MoreLess
Ordinary99.99% for0.01% againstAgainst: promoters 0.00% · institutions 0.00% · other public 3.61%
Turnout: all 83.72% · promoters 100.00% · institutions 88.25% · other public 0.86%
- To appoint a Director in place of Mr. Nusli N. Wadia [DIN: 00015731], who retires by rotation and being eligible, offers himself for re-appointment.SpecialPromoters have an interest in it98.59% for1.41% against
Against: promoters 0.00% · institutions 12.36% · other public 2.13%
Turnout: all 83.72% · promoters 100.00% · institutions 88.25% · other public 0.86%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 26 Dec 2024, 1 resolution
The company's voting result (opens in a new tab)
- Appointment of Mr. Jehangir N. Wadia (DIN: 00088831) as a Non-Executive Non-Independent Promoter Director of the Corporation w.e.f 14th November, 2024OrdinaryPromoters have an interest in it99.52% for0.48% against
Against: promoters 0.00% · institutions 3.93% · other public 4.77%
Turnout: all 82.55% · promoters 97.82% · institutions 88.88% · other public 1.07%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 23 Oct 2024, 1 resolution
The company's voting result (opens in a new tab)
- Appointment of Mr. Keki Manchersha Elavia (DIN: 00003940) as a Non-Executive Independent Director of the Corporation for a term of 5 years w.e.f. 8th August, 2024Special98.42% for1.58% against
Against: promoters 0.00% · institutions 13.90% · other public 3.45%
Turnout: all 83.68% · promoters 100.00% · institutions 88.16% · other public 1.27%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 16 Aug 2024, 5 resolutions
Present: 15 promoters and 36 others.The company's voting result (opens in a new tab)
To receive, consider and adopt: na) the Audited Financial Statements of the Corporation for the Financial Year ended 31 March 2024 together with the reports of the Board of Directors and Auditors thereon; and nb) the Audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31 March 2024 together with the Report of the Auditors thereon.MoreLess
Ordinary95.60% for4.40% againstAgainst: promoters 0.00% · institutions 40.37% · other public 0.50%
Turnout: all 83.17% · promoters 100.00% · institutions 86.47% · other public 0.39%
- To declare a dividend on the Equity Shares for the Financial Year 2023-24Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.45%
Turnout: all 83.27% · promoters 100.00% · institutions 87.39% · other public 0.39%
To appoint a Director in place of Dr. (Mrs.) Minnie Bodhanwala [DIN: 00422067], who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers herself for re-appointmentMoreLess
Ordinary95.83% for4.17% againstAgainst: promoters 0.00% · institutions 37.88% · other public 1.70%
Turnout: all 83.27% · promoters 100.00% · institutions 87.39% · other public 0.39%
- Appointment of Branch Auditors of the CorporationOrdinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 9.37%
Turnout: all 83.27% · promoters 100.00% · institutions 87.39% · other public 0.39%
Ratification of the remuneration payable to GLS & Associates, Cost Accountants (ICWA Registration No. 4482), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2025MoreLess
Ordinary99.99% for0.01% againstAgainst: promoters 0.00% · institutions 0.00% · other public 9.33%
Turnout: all 83.27% · promoters 100.00% · institutions 87.39% · other public 0.39%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 29 Sep 2023, 10 resolutions
Present: 17 promoters and 44 others.The company's voting result (opens in a new tab)
To receive, consider and adopt:na. the audited Financial Statements of the Corporation for the Financial Year ended 31st March, 2023 together with the Reports of the Board of Directors and Auditors thereon; andnb. the audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31st March, 2023 together with the Report of the Auditors thereon.nMoreLess
Ordinary96.60% for3.40% againstAgainst: promoters 0.00% · institutions 34.30% · other public 8.06%
Turnout: all 82.25% · promoters 100.00% · institutions 85.30% · other public 0.46%
- Declaration of dividend on equity shares for FY 2022-23Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.08%
Turnout: all 82.31% · promoters 100.00% · institutions 85.94% · other public 0.46%
- Appointment of Branch Auditors of the CorporationOrdinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 8.06%
Turnout: all 82.31% · promoters 100.00% · institutions 85.94% · other public 0.46%
Ratification of the remuneration payable to GLS & Associates, Cost Accountants (ICWA Registration No. 4482), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2024.MoreLess
Ordinary99.99% for0.01% againstAgainst: promoters 0.00% · institutions 0.00% · other public 8.07%
Turnout: all 82.31% · promoters 100.00% · institutions 85.94% · other public 0.46%
To appoint a Director in place of Mr. Nusli N. Wadia [DIN: 00015731], who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointmentMoreLess
SpecialPromoters have an interest in it99.87% for0.13% againstAgainst: promoters 0.00% · institutions 1.28% · other public 2.68%
Turnout: all 82.29% · promoters 100.00% · institutions 85.66% · other public 0.46%
- Increase in remuneration of Mr. Ness N. Wadia as the Managing Director of the CorporationSpecialPromoters have an interest in it97.01% for2.99% against
Against: promoters 0.00% · institutions 30.02% · other public 4.05%
Turnout: all 82.31% · promoters 100.00% · institutions 85.91% · other public 0.46%
- Re-appointment of Dr. Y.S.P Thorat (DIN:00135258) as an Independent Director of the Corporation for a second term of 5 consecutive yearsSpecial96.60% for3.40% against
Against: promoters 0.00% · institutions 34.20% · other public 4.68%
Turnout: all 82.29% · promoters 100.00% · institutions 85.66% · other public 0.46%
- Re-appointment of Mr. Vinesh Kumar Jairath (DIN: 00391684) as the Independent Director of the Corporation for a second term of 5 consecutive yearsSpecial96.60% for3.40% against
Against: promoters 0.00% · institutions 34.13% · other public 8.70%
Turnout: all 82.31% · promoters 100.00% · institutions 85.94% · other public 0.46%
- Approval for Issue of Redeemable Non-Convertible Debentures of an amount upto Rs. 300 croresSpecial99.78% for0.22% against
Against: promoters 0.00% · institutions 2.13% · other public 8.93%
Turnout: all 82.31% · promoters 100.00% · institutions 85.94% · other public 0.46%
- To approve the alteration of Articles of Association (“AOA”) to alter a clause with respect to appointment of Nominee DirectorSpecial99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 9.33%
Turnout: all 82.31% · promoters 100.00% · institutions 85.94% · other public 0.46%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
How mutual funds voted
Fund houses must disclose how they vote at every meeting of a company they hold.
Mutual fund votes, meeting of 13 Aug 2026, 6 fund houses so far (houses' deadline to file 15 Oct 2026)
To receive, consider and adopt: a. the audited Financial Statements of the Corporation for the Financial Year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon; and b. the audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31st March, 2026 together with the Report of the Auditors thereon.MoreLess
6 for0 against- To appoint a Director in place of Ms. Minnie Bodhanwala [DIN: 00422067], who retires by rotation and being eligible, offers herself for re-appointment.6 for0 against
- Appointment of Branch auditors of the Corporation.6 for0 against
Ratification of the remuneration payable to Jyothi Satish & Co., Cost Accountants (Firm Registration No. 101197), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2027.MoreLess
6 for0 against
Mutual fund votes, meeting of 26 Mar 2026, 13 fund houses
Re-appointment of Mr. Ness N. Wadia (DIN:00036049) as the Managing Director of the Corporation for a period of 5 years with effect from 1st April, 2026 to 31st March, 2031 and approving his remuneration.MoreLess
Against Axis Mutual Fund, Mirae Asset Mutual Fund
- Axis Mutual FundNess N. Wadia, 54, is the Managing Director of the company since April 2010. In FY25, he received remuneration of Rs. 77.1 mn, which was 402x the median employee remuneration. We estimate his FY26 pay at Rs. 80.9 mn. As per the proposed terms, the total remuneration is capped at an overall limit of Rs. 83.7 mn. Based on the terms provided, the basic salary along with perquisites and allowances, at the maximum permissible level already breaches this overall limit. The remuneration structure contains reimbursement of medicals expenses for self and family. We believe these expenses are personal in nature and should be borne by the directors themselves. Also, the proposed terms also include bonus, retiral benefits, and reimbursement of actual medical expenses. It is unclear whether these components are included within the overall remuneration limit of Rs. 83.7 mn. Further, there is a lack of clarity regarding the bonus component, which is stated to be at the discretion of the board and the Nomination and Remuneration Committee (NRC). Given the lack of clarity on which components are included within the overall remuneration limit, the structure appears open-ended. We also note that Nusli Wadia, his father, is a member of the Nomination and Remuneration Committee (NRC), which is an inherent conflict of interest. While we support his reappointment to the board, we do not support the proposed remuneration terms. Hence, we do not support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
11 for2 against
6 earlier meetings
Mutual fund votes, meeting of 8 Oct 2025, 13 fund houses
- Appointment of Ms. Rukhshana Jina Mistry (DIN: 08398795) as a Non-Executive Independent Woman Director of the Corporation for a term of 5 years w.e.f. 26th August, 202513 for0 against
Mutual fund votes, meeting of 14 Aug 2025, 13 fund houses
To receive, consider and adopt: a. the audited Financial Statements of the Corporation for the Financial Year ended 31st March, 2025 together with the Reports of the Board of Directors and Auditors thereon; and b. the audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31st March, 2025 together with the Report of the Auditors thereon.MoreLess
Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
- Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern on standalone accounts. However, Qualified opinion by the Auditors on Consolidated financial statements.
- Axis Mutual FundWe have relied upon the auditors’ report, which is prepared on the basis of a qualified opinion on the consolidated financial statements due to the exclusion of the Group’s share of net profit/loss (including total comprehensive income/loss) from Go Airlines (India) Limited for the period 1 April 2023 to 9 May 2023, due to the unavailability of audited/reviewed financial information of the associate for that period. Further, the auditors have also highlighted emphasis of matter in audit report of The Bombay Dyeing and Manufacturing Company Limited (BDMCL), an associate of the Group, which is regarding SEBI’s order dated 21 October 2022, imposing penalties of Rs. 22.5 mn on BDMCL and restraining it from accessing the securities market for a period of two years. BDMCL filed an appeal before the Securities Appellate Tribunal (SAT) against the Order and SAT stayed the effect and operation of the said Order on 10 November 2022. The matter before the SAT is heard and the order is reserved. Considering the uncertainty related to the matters arising out of the SEBI Order and grant of stay by SAT for the effect and operation of the order, impact of this matter has not been given in BDMCL’s audited financial statements. The auditor’s opinion is not modified with respect to this matter. We note that the auditors have highlighted certain issues related to the audit trail feature in the accounting software. Additionally, the company must disclose the reasons for having payables overdue by more than two years. The auditors have qualified the accounts and hence in line with our guidelines, we do not support the resolution.
- HDFC Mutual FundWe have relied upon the auditors’ report, which is prepared on the basis of a qualified opinion on the consolidated financial statements due to the exclusion of the Group’s share of net profit/loss (including total comprehensive income/loss) from Go Airlines (India) Limited for the period 1 April 2023 to 9 May 2023, due to the unavailability of audited/reviewed financial information of the associate for that period. Further, the auditors have also highlighted emphasis of matter in audit report of The Bombay Dyeing and Manufacturing Company Limited (BDMCL), an associate of the Group, which is regarding SEBI’s order dated 21 October 2022, imposing penalties of Rs. 22.5 mn on BDMCL and restraining it from accessing the securities market for a period of two years. We do not support the resolution.
- Kotak Mahindra Mutual FundWe have relied upon the auditors report, which is prepared on the basis of a qualified opinion on the consolidated financial statements due to the exclusion of the Group s share of net profit/loss (including total comprehensive income/loss) from Go Airlines (India) Limited for the period 1 April 2023 to 9 May 2023, due to the unavailability of audited/reviewed financial information of the associate for that period. Further, the auditors have also highlighted emphasis of matter in audit report of The Bombay Dyeing and Manufacturing Company Limited (BDMCL), an associate of the Group, which is regarding SEBI s order dated 21 October 2022, imposing penalties of Rs. 22.5 mn on BDMCL and restraining it from accessing the securities market for a period of two years. BDMCL filed an appeal before the Securities Appellate Tribunal (SAT) against the Order and SAT stayed the effect and operation of the said Order on 10 November 2022. The matter before the SAT is heard and the order is reserved. Considering the uncertainty related to the matters arising out of the SEBI Order and grant of stay by SAT for the effect and operation of the order, impact of this matter has not been given in BDMCL s audited financial statements. The auditor s opinion is not modified with respect to this matter. Additionally, the company must disclose the reasons for having payables overdue by more than two years. The auditors have qualified the accounts and hence in line with our guidelines, we do not support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
- Nippon India Mutual FundGovernance Concern: Qualified opinion by the Auditors on Consolidated financial statements.
2 for11 against- To re-appoint Walker Chandiok & Co. LLP, Chartered Accountants (Registration No. 001076N/N500013) as the Statutory Auditors of the Corporation.13 for0 against
- Appointment of Branch auditors of the Corporation.13 for0 against
- Appointment of Tushar Shridharani & Associates LLP, Practicing Company Secretaries as Secretarial Auditors for a term of 5 years.13 for0 against
Ratification of the remuneration payable to Jyothi Satish & Co., Cost Accountants (Firm Registration No. 101197), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2026.MoreLess
13 for0 against- To appoint a Director in place of Mr. Nusli N. Wadia [DIN: 00015731], who retires by rotation and being eligible, offers himself for re-appointment.
Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
- Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Chairman of the Board related to Managing Director of the Company.
- Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Chairman of the Board related to Managing Director of the Company.
7 for6 against
Mutual fund votes, meeting of 26 Dec 2024, 11 fund houses
- Appointment of Mr. Jehangir N. Wadia (DIN: 00088831) as a Non-Executive Non-Independent Promoter Director of the Corporation w.e.f 14th November, 2024
Against Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund
- Bandhan Mutual Fund, Groww Mutual FundCompliant with Law. No concern identified with regard to directorship per-se. Governance Concern: No absolute cap on commission payable and past remuneration payments have been skewed in favor of a promoter director.
- Nippon India Mutual FundNo absolute cap on variable pay or total remuneration.
8 for3 against
Mutual fund votes, meeting of 23 Oct 2024, 11 fund houses
- Appointment of Mr. Keki Manchersha Elavia (DIN: 00003940) as a Non-Executive Independent Director of the Corporation for a term of 5 years w.e.f. 8th August, 2024
Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Axis Mutual FundKeki Elavia, 78, is former Senior Partner of Kalyaniwalla & Mistry, Chartered Accountants. He was associated with Kalyaniwalla & Mistry for more than 40 years and has also been a partner of S.R. Batliboi, Chartered Accountants. Amendments in SEBI's LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution. He is over 75 years of age - we do not consider age to be a criterion for board (re)appointments. Nevertheless, he has been on the board of Go Airlines Limited (a Wadia group company) since 30 May 2014, we consider his overall association with the group for the computation of his tenure which is more than ten years. Therefore, we consider him to be non-independent. We do not support the resolution.
- Bandhan Mutual Fund, Groww Mutual FundNo concern on the merit of proposed appointee. Non-Compliant with SEBI LODR, 2015: No prior approval for appointment of NED who has attained 75 years of age; Delayed Shareholders’ approval. Governance Concern: Prolonged Association with the Group.
- HDFC Mutual FundWith the appointment, Mr. Keki Manchersha Elavia's association with the group will cross 10 years. We believe that this is not in line with the spirit of the regulations.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
- Motilal Oswal Mutual FundNo prior approval for appointment of NED who has attained 75 years of age
- Nippon India Mutual FundProlonged Association with the Group.
4 for7 against
Mutual fund votes, meeting of 16 Aug 2024, 9 fund houses
To receive, consider and adopt: na) the Audited Financial Statements of the Corporation for the Financial Year ended 31 March 2024 together with the reports of the Board of Directors and Auditors thereon; and nb) the Audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31 March 2024 together with the Report of the Auditors thereon.MoreLess
Against Axis Mutual Fund, Bandhan Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund
- Axis Mutual FundWe have relied upon the auditors' report, which is prepared on the basis of a qualified opinion on the consolidated financial statements due to Group's total exposure and provision thereon with respect to a material associate entity, Go Airlines (India) Limited, who voluntarily filed insolvency proceedings with National Company Law Tribunal. Further, the auditors have also highlighted emphasis of matter in audit report of The Bombay Dyeing and Manufacturing Company Limited (BDMCL), an associate of the Group which is related to SEBI order dated 21 October 2022. The aforementioned order imposed penalties of Rs. 22.5 mn on BDMCL and also restrained BDMCL from accessing the securities market for a period of two years. The associate has filed an appeal before the Securities Appellate Tribunal (SAT) against the said Order of the SEBI, and SAT has stayed the effect and operation of the said Order on 10 November 2022. However, the Hon'ble Presiding Officer has retired, and the matter is required to be heard afresh by a newly constituted bench. We note that the auditors have qualified their opinion the internal financial controls in the consolidated statements in relation to accounting for one associate company. Given both these qualifications qualification, we are unable to support the resolution. Further, the audit trail facility was not enabled for maintenance of accounting records of Dental Products India division of the company during the year and the auditors were unable to comment on whether the audit trail feature was tampered with for maintenance of accounting records of HO division of the company which is operated by a third-party software service provider.
- Bandhan Mutual FundWe have relied upon the auditors’ report, which is prepared on the basis of a qualified opinion on the consolidated financial statements due to Group’s total exposure and provision thereon with respect to a material associate entity, Go Airlines (India) Limited, who voluntarily filed insolvency proceedings with National Company Law Tribunal. Further, the auditors have also highlighted emphasis of matter in audit report of The Bombay Dyeing and Manufacturing Company Limited (BDMCL), an associate of the Group which is related to SEBI order dated 21 October 2022. The aforementioned order imposed penalties of Rs. 22.5 mn on BDMCL and also restrained BDMCL from accessing the securities market for a period of two years. The associate has filed an appeal before the Securities Appellate Tribunal (SAT) against the said Order of the SEBI, and SAT has stayed the effect and operation of the said Order on 10 November 2022. However, the Hon’ble Presiding Officer has retired, and the matter is required to be heard afresh by a newly constituted bench. We note that the auditors have qualified their opinion the internal financial controls in the consolidated statements in relation to accounting for one associate company. Given both these qualifications qualification, we are unable to support the resolution. Further, the audit trail facility was not enabled for maintenance of accounting records of Dental Products India division of the company during the year and the auditors were unable to comment on whether the audit trail feature was tampered with for maintenance of accounting records of HO division of the company which is operated by a third-party software service provider.
- HDFC Mutual FundGiven the unavailability of audited financial results of a material associate entity, the impact on the consolidated financial statements cannot be determined
- Nippon India Mutual FundNo concern on standalone accounts. However, Concern on Consolidated accounts due to Qualified opinion by the Auditors on Consolidated financial statements. Shareholders may seek clarification from the Company / Board / Management and vote accordingly.
5 for4 against- To declare a dividend on the Equity Shares for the Financial Year 2023-249 for0 against
To appoint a Director in place of Dr. (Mrs.) Minnie Bodhanwala [DIN: 00422067], who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers herself for re-appointmentMoreLess
9 for0 against- Appointment of Branch Auditors of the Corporation9 for0 against
Ratification of the remuneration payable to GLS & Associates, Cost Accountants (ICWA Registration No. 4482), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2025MoreLess
9 for0 against
Mutual fund votes, meeting of 29 Sep 2023, 5 fund houses
To receive, consider and adopt:na. the audited Financial Statements of the Corporation for the Financial Year ended 31st March, 2023 together with the Reports of the Board of Directors and Auditors thereon; andnb. the audited Consolidated Financial Statements of the Corporation for the Financial Year ended 31st March, 2023 together with the Report of the Auditors thereon.nMoreLess
Against HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund
- HDFC Mutual FundGiven the unavailability of audited financial results of a material associate entity, the impact on the consolidated financial statements cannot be determined
- Motilal Oswal Mutual FundNo concern on standalone accounts. However, Concern on Consolidated accounts due to Qualified opinion by the Auditors on Consolidated financial statements.
- Nippon India Mutual FundQualified opinion on financial statements
- SBI Mutual FundWe have relied upon the auditors’ report, which has highlighted determination of Group’s total exposure and provision thereon with respect to a material associate entity, Go Airlines (India) Limited, who voluntarily filed insolvency proceedings with National Company Law Tribunal. Further, the auditors have also highlighted emphasis of matter in audit report of The Bombay Dyeing and Manufacturing Company Limited (BDMCL), an associate of the Group which is related to SEBI order dated 21 October 2022. The aforementioned order imposed penalties of Rs. 22.5 mn on BDMCL and also restrained BDMCL from accessing the securities market for a period of two years. The associate has filed an appeal before the Securities Appellate Tribunal (SAT) against the said Order of the SEBI, and SAT has stayed the effect and operation of the said Order on November 10, 2022. The hearing on the subject matter is underway. Given the circumstances, this matter has not been given in these audited consolidated financial statements of the Company. We note that the auditors have qualified their opinion the internal financial controls in the consolidated statements in relation to accounting for one associate company. Given this qualification, we are unable to support the resolution.
1 for4 against- Declaration of dividend on equity shares for FY 2022-235 for0 against
- Appointment of Branch Auditors of the Corporation5 for0 against
Ratification of the remuneration payable to GLS & Associates, Cost Accountants (ICWA Registration No. 4482), appointed as the Cost Auditors of the Corporation for the Financial Year ending 31st March, 2024.MoreLess
5 for0 againstTo appoint a Director in place of Mr. Nusli N. Wadia [DIN: 00015731], who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointmentMoreLess
Against Motilal Oswal Mutual Fund, SBI Mutual Fund
- Motilal Oswal Mutual FundCompliant with law. Governance Concern: Chairman of the Board related to Managing Director of the Company.
- SBI Mutual FundNusli Wadia, 79, is promoter and Non-Executive Chairperson of the company. He has attended all eight board meetings held in FY23. We note that SEBI had issued an order banning Bombay Dyeing and Manufacturing Company Ltd (Bombay Dyeing) and its promoters including Nusli Wadia from the securities market for two years. He retires by rotation. We also observe that there are 7 BODs out of which 4 are classified as IDs. Further, we note that there is 1 ID who is long tenured due to group association with the company. Hence, the effective independence of the board at SBI MF framework is assessed at 43%. SBIMF’s internal proxy voting guidelines do not allow us to vote in favour of promoter directors’ appointment/re-appointment if the board is not 50% independent both in number and spirit irrespective of the chairman of the board being an independent director. This is in line with the Kotak committee recommendations. We wish to clarify that we do not have any doubt about the competency of the directors. Our only concern is <50% independence on the board. This is why we do not support the resolution.
3 for2 against- Increase in remuneration of Mr. Ness N. Wadia as the Managing Director of the Corporation
Against HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund
- HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
- Motilal Oswal Mutual FundCompliant with law. Governance Concern: In light of the company's performance, the proposed increase in remuneration is not justified.
- Nippon India Mutual FundRemuneration is high
- SBI Mutual FundNess Wadia, 52, is part of the promoter group and Managing Director. He was last reappointed as Managing Director for five years at 2021 AGM. In FY23, he received Rs. 60.5 mn, which was 340x the median employee remuneration. On SBIMF’s internal framework, we observe that the total promoter family pay is more than 5% of the PBT and the Salary growth is not in line with growth in Sales or PAT. We observe that the salary does not have a variable component .We also note that Ness Wadia is the member of the CSR committee, and his salary is not tied to the long-term sustainability of the company. This is why we do not support the resolution.
1 for4 against - Re-appointment of Dr. Y.S.P Thorat (DIN:00135258) as an Independent Director of the Corporation for a second term of 5 consecutive years
Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Motilal Oswal Mutual FundCompliant with law. No concern on the merit of the proposed appointees. Governance Concern: Proposed re-appointments for five years would lead to Prolonged association of more than 10 years with the group of both the IDs.
- Nippon India Mutual FundAssociation may adversely impact independence
3 for2 against - Re-appointment of Mr. Vinesh Kumar Jairath (DIN: 00391684) as the Independent Director of the Corporation for a second term of 5 consecutive years
Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Motilal Oswal Mutual FundCompliant with law. No concern on the merit of the proposed appointees. Governance Concern: Proposed re-appointments for five years would lead to Prolonged association of more than 10 years with the group of both the IDs.
- Nippon India Mutual FundAssociation may adversely impact independence
3 for2 against - Approval for Issue of Redeemable Non-Convertible Debentures of an amount upto Rs. 300 crores5 for0 against
- To approve the alteration of Articles of Association (“AOA”) to alter a clause with respect to appointment of Nominee Director5 for0 against
Each fund house counted once, from its own disclosure; the reasons are its own words.
Investor complaints and compliance
Quarter by quarter.
Investor complaints received and resolved, the company's own count
- Received
- Resolved
Open at the quarter's end
- The board is made up as the listing rules require
- Yes
- The board has a regular chairperson
- Yes
- The company has a risk management committee
- Yes
- The chair is related to the managing director
- Yes
- The filing has a part on fines and penalties
- No
- The filing has a part on tax disputes
- No
- There was a cyber security incident in the quarter
- No
The company's own answers in its filing.