Cello World MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 31 Oct 2025, 14 fund houses

• 1 - To approve the re-appointment of Mr. Pradeep Ghisulal Rathod (DIN: 00027527) as a Chairman and Managing Director

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundNon-disclosure of terms of remuneration of Managing Director. Governance Concern: Holding combined position of Chairman and Managing Director may lead to concentration of power in the hands of a single person; Unfettered power given to Nomination & Remuneration Committee to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon- Compliance with Section 196 of Companies Act, 2013: Non-disclosure of terms of remuneration of Managing Director. Governance Concern: Holding combined position of Chairman and Managing Director may lead to concentration of power in the hands of a single person; Unfettered power given to NRC to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Canara Robeco Mutual FundPradeep Ghisulal Rathod, 60, is promoter and the Chairperson and Managing Director. He has been associated with the company since incorporation. He has attended all five (100%) board meetings held in FY25.We note that he was not paid any remuneration from the company in the past. He received Rs. 14.0 mn in FY25 from WIM Plast Ltd, a listed subsidiary of the company, where he is MD. We raise concern that the remuneration from the company is at the discretion of the Nomination and Remuneration Committee. We are unable to ascertain his remuneration as the company has not provided any details about his remuneration structure. While we support his reappointment as CMD, given the lack of clarity on his remuneration structure, we are unable to support the resolution.We also raise concern that he is a part of the Nomination and Remuneration Committee (NRC) which could create opportunities for a conflict of interest. We believe the NRC must comprise only non-tenured independent directors.
  • HDFC Mutual FundMr. Pradeep Ghisulal Rathod, 60, is promoter and the Chairperson and Managing Director. He has been associated with the company since incorporation. While we support his reappointment as CMD, given the lack of clarity on his remuneration structure, we are unable to support the resolution.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The executive’s remuneration terms are open-ended, with no cap, and are determined at the discretion of the nomination and remuneration committee.
  • ICICI Prudential Mutual FundMr. Pradeep Ghisulal Rathod was not paid any remuneration from Cello World Ltd (“the company”) in the past. He received Rs. 14.0 mn in FY2025 from WIM Plast Ltd, a listed subsidiary of the company, where he is MD. The Company has not provided any details about his remuneration structure. While the AMC supports his reappointment, given the lack of clarity on his remuneration structure, the AMC has voted against the resolution. Additionally, there is a concern that he is a part of the Nomination and Remuneration Committee (NRC) which could create opportunities for a conflict of interest.
  • Kotak Mahindra Mutual FundPradeep Ghisulal Rathod, 60, is promoter and the Chairperson and Managing Director. He has been associated with the company since incorporation. He has attended all five (100%) board meetings held in FY25. His remuneration has not been known as the company has not provided any details about his remuneration structure. While we support his reappointment as CMD, given the lack of clarity on his remuneration structure which consist fixed and variable remuneration, we are unable to support the resolution.
  • LIC Mutual FundNon-disclosure of terms of remuneration of Managing Director. Governance Concern: Holding combined position of Chairman and Managing Director may lead to concentration of power in the hands of a single person; Unfettered power given to NRC to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  3 for11 against
• 2 - To approve re-appointment of Mr. Pankaj Ghisulal Rathod (DIN – 00027572) as a Joint Managing Director

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundNon-disclosure of terms of remuneration of Joint Managing Director. Governance Concern: Unfettered power given to Nomination & Remuneration Committee to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon- Compliance with Section 196 of Companies Act, 2013: Non-disclosure of terms of remuneration of Joint Managing Director. Governance Concern: Unfettered power given to NRC to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Canara Robeco Mutual FundPankaj Ghisulal Rathod, 57, is promoter and the Joint Managing Director. He has been associated with the company since 25 July 2018. He has attended four out of five (80%) board meetings held in FY25 and 20 out of 21 (95%) board meetings over a period of three years.We note that he was not paid any remuneration from the company in the past, he received Rs. 12.0 mn in FY25 from WIM Plast Ltd a listed subsidiary of the company, where he is Joint MD. We raise concern that the remuneration from the company is at the discretion of the Nomination and Remuneration Committee. We are unable to ascertain his remuneration as the company has not provided any details about his remuneration structure. While we support his reappointment as Joint MD, given the lack of clarity on his remuneration structure, we are unable to support the resolution.
  • HDFC Mutual FundMr. Pankaj Ghisulal Rathod, 57, is promoter and the Joint Managing Director. While we support his reappointment as Joint MD, given the lack of clarity on his remuneration structure, we are unable to support the resolution.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board is chaired by a promoter director, and the board is not at least one-half independent (after our re-classification) and Pankaj Rathod is a non-independent director nominee. • The executive’s remuneration terms are open-ended, with no cap, and are determined at the discretion of the nomination and remuneration committee.
  • ICICI Prudential Mutual FundMr. Pankaj Ghisulal Rathod was not paid any remuneration from Cello World Ltd (“the company”) in the past. He received Rs. 12.0 mn in FY2025 from WIM Plast Ltd, a listed subsidiary of the company, where he is joint MD. The Company has not provided any details about his remuneration structure. While the AMC supports his reappointment, given the lack of clarity on his remuneration structure, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundPankaj Ghisulal Rathod, 57, is promoter and the Joint Managing Director. He has been associated with the company since 25 July 2018. He has attended four out of five (80%) board meetings held in FY25 and 20 out of 21 (95%) board meetings over a period of three years. His remuneration has not been known as the company has not provided any details about his remuneration structure. While we support his reappointment as Joint MD, given the lack of clarity on his remuneration structure which consist fixed and variable remuneration, we are unable to support the resolution.
  • LIC Mutual FundNon-disclosure of terms of remuneration of Joint Managing Director. Governance Concern: Unfettered power given to NRC to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  3 for11 against
• 3 - To approve re-appointment of Mr. Gaurav Pradeep Rathod (DIN – 06800983) as a Joint Managing Director

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundNon-disclosure of terms of remuneration of Joint Managing Director. Governance Concern: Holding more than one full time directorship in entities that do not have a holding subsidiary relationship. Unfettered power given to Nomination & Remuneration Committee to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon- Compliance with Section 196 of Companies Act, 2013: Non-disclosure of terms of remuneration of Joint Managing Director. Governance Concern: Holding more than 1 full time directorship in entities that do not have a holding subsidiary relationship. Unfettered power given to NRC to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Canara Robeco Mutual FundGaurav Pradeep Rathod, 37, is promoter and the Joint Managing Director. He has been associated with the company since 25 July 2018. He has attended four out of five (80%) board meetings held in FY25 and 20 out of 21 (95%) board meetings over a period of three years.We note that he was not paid any remuneration from the company in the past. We raise concern that the remuneration from the company is at the discretion of the Nomination and Remuneration Committee. We are unable to ascertain his remuneration as the company has not provided any details about his remuneration structure. While we support his reappointment as Joint MD, given the lack of clarity on his remuneration structure, we are unable to support the resolution. The company must also clarify if he receives remuneration from any other sources.
  • HDFC Mutual FundMr. Gaurav Pradeep Rathod, 37, is promoter and the Joint Managing Director. While we support his reappointment as Joint MD, given the lack of clarity on his remuneration structure, we are unable to support the resolution.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board is chaired by a promoter director, and the board is not at least one-half independent (after our re-classification) and Gaurav Pradeep Rathod is non-independent director nominee. • The executive’s remuneration terms are open-ended, with no cap, and are determined at the discretion of the nomination and remuneration committee.
  • ICICI Prudential Mutual FundThe Company has not provided any details about his remuneration structure. While the AMC supports his reappointment, given the lack of clarity on his remuneration structure, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundGaurav Pradeep Rathod, 37, is promoter and the Joint Managing Director. He has been associated with the company since 25 July 2018. He has attended four out of five (80%) board meetings held in FY25 and 20 out of 21 (95%) board meetings over a period of three years. His remuneration has not been known as the company has not provided any details about his remuneration structure. While we support his reappointment as Joint MD, given the lack of clarity on his remuneration structure which consist fixed and variable remuneration, we are unable to support the resolution.
  • LIC Mutual FundNon-disclosure of terms of remuneration of Joint Managing Director. Governance Concern: Holding more than 1 full time directorship in entities that do not have a holding subsidiary relationship. Unfettered power given to NRC to determine remuneration. Transparency Concern: Inadequate disclosure regarding proposed remuneration without which shareholders cannot make an informed decision.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  3 for11 against
• 4 - To approve re-appointment of Mr. Gagandeep Singh Chhina (DIN – 07397540) as the Non-Executive, Non-Independent Director

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board is chaired by a promoter director and the board is not at least one-half independent (after our re-classification) and Gagandeep Singh Chhina is a non-independent director nominee.

  13 for1 against

Mutual fund votes, meeting of 8 Aug 2025, 14 fund houses

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

  ›Against Groww Mutual Fund

  • Groww Mutual FundUnqualified Financial Statements (except for minor observations in the CARO Report). No major governance concern identified. Non-Compliant with the Companies Act, 2013 & SEBI LODR Regulations: The Company has not disclosed financials of the subsidiaries for FY 2024-25 on its website.

  13 for1 against
• To declare a dividend of @ 30% i.e. ? 1.5/- (Rupees One Rupee fifty paisa only) each on Equity Shares of the Company of face value of ?5/- each for the financial year 2024-25.

  14 for0 against
• To consider and approve appointment of Mr. Pradeep Ghisulal Rathod (DIN: 00027527), as a 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: Holding Combined position of Chairman and Managing Director, which may lead to concentration of powers in the hands of single person.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of appointee. Governance Concern: Holding Combined position of Chairman and Managing Director, which may lead to concentration of powers in the hands of single person.

  10 for4 against
• Appointment of M/s. Sarvaiya & Co, Practicing Company Secretaries, as Secretarial Auditor of the Company for term of Five (5) consecutive years.

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

  • Angel One Mutual FundProposed fee payable to Secretarial Auditors not disclosed.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed fee payable to Secretarial Auditors not disclosed.
  • LIC Mutual FundConcern over Proposed fee payable to Secretarial Auditors not disclosed.

  9 for5 against
• Reappointment of Mr. Pushapraj Singhvi (DIN: 00255738) as Non-Executive Independent Director for another term w.e.f. July 28, 2025

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, WhiteOak Capital Mutual Fund

  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director; Terms and Conditions of appointment of proposed Independent Director not disclosed on the website of the Company.Prior Approval not sought for appointment of Director above 75 years of age. Governance Concern: Prolonged association with the Group. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group Company or not.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company. Non-Compliant under Regulation 17(1A) of SEBI LODR, 2015: Prior Approval not sought for appointment of Director above 75 years of age. Governance Concern: Prolonged association with the Group. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group Company or not.
  • Canara Robeco Mutual FundPushapraj Singhvi, 81, has over five decades of experience in Sales, Marketing, Commercialand Government undertakings. He has been associated with the company from 29 July 2023. He has attended all five (100%) board meetings held in FY25.There is no clarity on his past work experience. We expect the company to provide granular details regarding his experience.We note that he has been on the board of Wim Plast Limited, a listed group company from 9 August 2014 to 1 April 2024. We will consider his overall association with the promoter group while computing his tenure. He has already completed 10 years of association with the promoter group. We do not support his reappointment as Independent Director.Given the lack of clarity on his experience, and long association, we are unable to support the resolution.
  • HDFC Mutual FundMr. Pushapraj Singhvi, 81, has over five decades of experience in Sales, Marketing, Commercial and Government undertakings. His overall association with the promoter group has already completed 10 years of association with the promoter group. We do not support his reappointment as Independent Director. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because:• Pushapraj Singhvi's is proposed to be re-appointed as an Independent Director of the company and has been re-classified as non-independent on account of his prolonged association with the company's subsidiary.
  • LIC Mutual FundNon-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company. Non-Compliant under Regulation 17(1A) of SEBI LODR, 2015: Prior Approval not sought for appointment of Director above 75 years of age. Governance Concern: Prolonged association with the Group. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group Company or not.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • WhiteOak Capital Mutual FundPushapraj Singhvi, 81, has been associated with the company from 29 July 2023. He has attended all five (100%) board meetings held in FY25. We note that he has been on the board of Wim Plast Limited, a listed group company from 9 August 2014 to 1 April 2024. He has already completed 10 years of association with the promoter group. We do not support his reappointment as Independent Director.

  4 for10 against
• Continuation of Mr. Pushapraj Singhvi (DIN: 00255738) as an Independent Director beyond the age of 75 years

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, WhiteOak Capital Mutual Fund

  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director; Terms and Conditions of appointment of proposed Independent Director not disclosed on the website of the Company.Prior Approval not sought for appointment of Director above 75 years of age. Governance Concern: Prolonged association with the Group. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group Company or not.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company. Non-Compliant under Regulation 17(1A) of SEBI LODR, 2015: Prior Approval not sought for appointment of Director above 75 years of age. Governance Concern: Prolonged association with the Group. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group Company or not.
  • Canara Robeco Mutual FundThe company seeks shareholder approval for the continuation of Pushapraj Singhvi on the board as he has attained 75 years of age till the end of his current term i.e. 27 July 2028 as required under amendments to SEBI’s LODR. Our view on resolution #6 is linked to our view on resolution #5. We do not support the resolution.
  • HDFC Mutual FundMr. Pushapraj Singhvi association with the group has exceeded 10 years. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because:• Pushapraj Singhvi's is proposed to be re-appointed as an Independent Director of the company and has been re-classified as non-independent on account of his prolonged association with the company's subsidiary.
  • LIC Mutual FundNon-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company. Non-Compliant under Regulation 17(1A) of SEBI LODR, 2015: Prior Approval not sought for appointment of Director above 75 years of age. Governance Concern: Prolonged association with the Group. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group Company or not.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • WhiteOak Capital Mutual FundThe company seeks shareholder approval for the continuation of Pushapraj Singhvi on the board as he has attained 75 years of age till the end of his current term i.e. 27 July 2028 as required under amendments to SEBI’s LODR. Given, he has already completed 10 years of association with the promoter group. We do not support his reappointment as Independent Director.

  4 for10 against
• Reappointment of Mr. Piyush Sohanraj Chhajed (DIN: 02907098) as Non-Executive Independent Director for another term w.e.f. July 28, 2025.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director; Terms and Conditions of appointment of proposed Independent Director not disclosed on the website of the Company. Governance Concern: Proposed term will lead to prolonged association with the Group.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company. Governance Concern: Proposed term will lead to prolonged association with the Group.
  • Canara Robeco Mutual FundPiyush Sohanraj Chhajed, 47, has over two decades of experience in direct and indirect taxation advisory and litigation. He has been associated with the company from 29 July 2023. He has attended four out of five (80%) board meetings held in FY25 and six out of seven (86%) board meetings over his tenure. We note that he has been on the board of Wim Plast Limited, a listed group company from 14 March 2020. We will consider his overall association with the promoter group while computing his tenure. He will complete 10 years of association with the promoter group during his tenure. We do not support his reappointment as Independent Director.
  • HDFC Mutual FundMr. Piyush Sohanraj Chhajed, 47, has over two decades of experience in direct and indirect taxation advisory and litigation. He has been associated with the company from 29 July 2023. He will complete 10 years of association with the promoter group during his tenure. We do not support his reappointment as Independent Director.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because:• The approval of this request will exceed Piyush Chhajed's association with the company including the term served at the subsidiary company for more than ten years.
  • LIC Mutual FundNon-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company. Governance Concern: Proposed term will lead to prolonged association with the Group.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  5 for9 against
• Reappointment of Mr. Arun Singhal (DIN: 07516577) as Non-Executive Independent Director for another term w.e.f. July 28, 2025.

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

  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director; Terms and Conditions of appointment of proposed Independent Director not disclosed on the website of the Company.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.
  • LIC Mutual FundNon-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.

  9 for5 against
• Reappointment of Ms. Sunipa Ghosh (DIN: 10259183) as Non-Executive Independent Director for another term w.e.f. July 28, 2025.

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

  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director; Terms and Conditions of appointment of proposed Independent Director not disclosed on the website of the Company.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.
  • LIC Mutual FundNon-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.

  9 for5 against
• Reappointment of Ms. Manali Nitin Kshirsagar (DIN: 10258361) as Non-Executive Independent Director for another term w.e.f. July 28, 2025.

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

  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director; Terms and Conditions of appointment of proposed Independent Director not disclosed on the website of the Company.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.
  • LIC Mutual FundNon-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID; Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.

  9 for5 against
• Adoption of revised articles of association.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundNot in line with SEBI LODR Regulations; Nomination of observers will lead to concentration of power at the board level; Clause relating to Appointment of Chairperson as well as Managing Director on the Board.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundNot in line with SEBI LODR Regulations; Nomination of observers will lead to concentration of power at the board level; Clause relating to Appointment of CMD on the Board.
  • Groww Mutual FundCompliant with Law. Transparency Concern: Changes not Disclosed & updated Articles of Association cannot be located
  • HDFC Mutual FundThe new set of AoA are not available on the company’s website. Given that the AoA is not accessible, it is not possible to ascertain the impact on minority shareholders. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of information to make an informed voting decision
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  7 for7 against
• Approval of “Cello - Employee Stock Option Scheme- 2025”(Cello Esop-2025) for the employees of the Company

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundNon-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to Nomination and Remuneration Committee to determine Exercise Price. Governance & Transparency Concern: Nomination and Remuneration Committee discretion to determine vesting period of options;Excessive potential benefit to a single employee.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant under SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance & Transparency Concern: NRC discretion to determine vesting period of options; Excessive potential benefit to a single employee
  • Canara Robeco Mutual FundThe scheme involves fresh issue of equity shares, and the dilution will be 2.9% on the expanded capital base. The exercise price will be decided the Nomination and Remuneration Committee – there is no clarity on the final exercise price of options. We do not favour schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. We believe such schemes do not align the interests of investors and employees. We do not support this scheme given the lack of clarity on the exercise price and hence do not support this resolution.
  • HDFC Mutual FundWe do not favor schemes where ESOP's are granted at significant discount to the market price. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• The stock options may be issued with an exercise price at a discount to the current market price.• The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice.• The proposal includes grant of units to employees of associate and group companies but their direct contribution to the performance of the company could not be ascertained.
  • ICICI Prudential Mutual FundInadequate disclosure wrt who are the employees who will receive ESOPs. Hence, the AMC has voted agaisnt the reoslution.
  • Kotak Mahindra Mutual FundThe scheme involves fresh issue of equity shares, and the dilution will be 2.9% on the expanded capital base. The exercise price will not be less than the face value. The cap on stock options to be given to a single employee is upto 2% of the issued capital which would lead to excessive potential benefits to a single employee. So, we do not support the resolution and are voting against.
  • LIC Mutual FundConcerns over Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance & Transparency Concern: NRC discretion to determine vesting period of options; Excessive potential benefit to a single employee
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  3 for11 against
• Extension of approval of “Cello - Employee Stock Option Scheme- 2025”(“Cello Esop-2025”)to the employees of its Subsidiary Company(ies) and/ or Associate Company(ies), Group Company(ies) [present and future]MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundInterlinked with Resolution #12. Transparency Concern: Ambiguity regarding cost reimbursement by Group companies.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Interlinked with Resolution #12. Transparency Concern: Ambiguity regarding cost reimbursement by Group companies.
  • Canara Robeco Mutual Fund, Kotak Mahindra Mutual FundThrough resolution #13, the company seeks approval to extend the benefits of the scheme to the employees of current and future subsidiary, associate and holding companies. We do not support the extension of ESOP schemes to employees of associate and holding companies including future associate companies. Further, our view on resolution #13 is linked to our view on resolution #12. We do not support the resolution.
  • HDFC Mutual FundWe do not favor schemes where ESOP's are granted at significant discount to the market price. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• The stock options may be issued with an exercise price at a discount to the current market price.• The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice.• The proposal includes grant of units to employees of associate and group companies but their direct contribution to the performance of the company could not be ascertained.
  • ICICI Prudential Mutual FundInadequate disclosure wrt who are the employees who will receive ESOPs. Hence, the AMC has voted agaisnt the reoslution.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  3 for11 against
• Grant of options to issue securities equal to or exceeding one percent (1%) but not exceeding - two percent (2%) of the issued capital of the Company during any one year to identified employees under “Cello - Employee Stock Option Scheme- 2025”(“Cello ESOP-2025”)MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundInterlinked with Resolution #12. Governance & Transparency Concern: Not disclosed details of identified employees for the grant of >1% of paid-up capital; Excessive potential benefit to a single employee, no adequate justification for significant benefits to individual employee under the scheme.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Interlinked with Resolution #12. Governance & Transparency Concern: Not disclosed details of identified employees for the grant of >1% of paid-up capital; Excessive potential benefit to a single employee, no adequate justification for significant benefits to individual employee under the scheme.
  • Canara Robeco Mutual Fund, Kotak Mahindra Mutual FundThrough resolution #14, the company seeks approval to grant stock options upto 2% of the issued capital of the company. Our view on resolution #14 is linked to our view on resolution #12. We do not support the resolution.
  • HDFC Mutual FundWe do not favor schemes where ESOP's are granted at significant discount to the market price. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• The stock options may be issued with an exercise price at a discount to the current market price.• The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice.• The proposal includes grant of units to employees of associate and group companies but their direct contribution to the performance of the company could not be ascertained.
  • ICICI Prudential Mutual FundInadequate disclosure wrt who are the ‘identified’ employees who will receive ESOPs. Hence, the AMC has voted agaisnt the reoslution.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  3 for11 against

Mutual fund votes, meeting of 10 Aug 2024, 16 fund houses

• To receive, consider and adopt the Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year ended March 31, 2024 together with the Reports of the Auditors and Board of Directors thereon.MoreLess

  16 for0 against
• To declare a dividend of @ 30% i.e. ` 1.50/- (Rupees One Rupee fifty paisa only) each on Equity Shares of the Company of face value of ` 5/- each for the financial year 2023-24.

  16 for0 against
• To consider and approve appointment of Mr Gaurav Pradeep Rathod (DIN: 06800983) as a Joint Managing Director of the Company, who retires by rotation and being eligible offers himself for re-appointment.MoreLess

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No issue on merit of appointee. Governance Concern: More than 1 full time Directorship as per MCA website.

  13 for3 against

Mutual fund votes, meeting of 26 Jun 2024, 13 fund houses

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

• Increasing Authorised Capital and consequent amendment in MOA of the Company

  4 for0 against
• Raising of funds by issuance of equity shares to eligible investors by offering a discount upto 5% on the floor price determined pursuant to SEBI ICDR Regulations, by way of special resolution

  1 for0 against