Embassy Developments CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 25 Mar 2025, 6 fund houses

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

• Appointment of Mr. Jitendra Mohandas Virwani (DIN: 00027674), as Non-Executive Non-Independent Director and designated as Chairman of the Company

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

  • Angel One Mutual FundGovernance Concern:Chairperson related to Managing Director
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. No concern on the merits of the Director. Governance Concern: Chairperson related to Managing Director.

  2 for4 against
• Appointment of Mr. Aditya Virwani (DIN: 06480521), as Managing Director and Key Managerial Personnel of the Company

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

  • Angel One Mutual FundGovernance Concern:Proposed remuneration skewed in favor of Promoter Executive Director
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Proposed remuneration appears to be skewed in favor of Promoter ED.

  2 for4 against
• Re-designation and appointment of Mr. Sachin Shah (DIN: 00387166), as Chief Executive Officer (CEO) & Executive Director and Key Managerial Personnel of the Company

  6 for0 against
• Appointment of Mr. Rajesh Kaimal (DIN: 03158687), as Chief Financial Officer (CFO) & Executive Director and Key Managerial Personnel of the Company.

  6 for0 against
• Shifting of the Registered Office of the Company from the State of Haryana to the State of Karnataka

  6 for0 against
• Creating pledge/ encumbrance on Company’s stake (direct/indirect) in its Material Subsidiary(ies)

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

  • Angel One Mutual FundGovernance & transparency Concern: Layered Blanket Approval. Inadequate Justification. Lenders under the Resolution can be any entity entity and not just Banks or Registered Financial Institutions
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Layered Blanket Approval being sought; pledge is being created for borrowings of both the Company & its subsidiaries. Inadequate Justification & Information w.r.t. the borrowings & Target Entities. Lenders under the Resolution can be any entity, and not just Banks or Registered Financial Institutions.

  2 for4 against
• Modification of existing Future Asset Agreement, entered into with Embassy Property Developments Private Limited, as a related party transaction

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

  • Angel One Mutual FundGovernance Concern & Transparency Concern: Inadequate disclosures w.r.t. the underlying transaction - Company has not disclosed if the transaction is in the Ordinary Course of Business.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosures w.r.t. the underlying transaction – Company has not disclosed if the transaction is in the Ordinary Course of Business.

  2 for4 against
• Issuance of Securities of the Company, in one or more tranches, through QIP and/or other permissible modes

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

  • Angel One Mutual FundGovernance Concern: Excessive Dilution: No clarity as to why the Company may not opt for Rights Issue
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Excessive Dilution; No clarity as to why the Company may not opt for Rights Issue.

  2 for4 against
• Approval of Embassy Developments Limited Employees Stock Option Scheme – 2025 (“Embassy ESOS 2025”)

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

  • Angel One Mutual FundNon-Compliant under SEBI (Share Based Employee Benefits) Regulations: Route of Issue is open-ended; it can be direct route or through a Trust. Governance Concern: Significant Benefit arising to a single employee when compared to profits of the Company. Scheme allows for Accelerated Vesting. Transparency Concern: Ambiguity w.r.t. the determination of Exercise Price in the future
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant under SEBI (SBEB & SE) Regulations: Route of Issue is open-ended; it can be direct route or through a Trust. Governance Concern: Significant Benefit arising to a single employee when compared to profits of the Company. Scheme allows for Accelerated Vesting. Transparency Concern: Ambiguity w.r.t. the determination of Exercise Price in the future.

  2 for4 against
• Extension of benefit of Embassy ESOS 2025 to the employees of Subsidiary/Group companies

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

  • Angel One Mutual FundInter-linked with Resolution #10. Governance Concern: Scheme benefit extended to Group (Associate) Companies without adequate justification or cost reimbursement provision.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundInter-linked with Resolution #10. Governance Concern: Scheme benefit extended to Group (Associate) Companies without justification or cost reimbursement provision.

  2 for4 against

Mutual fund votes, meeting of 27 Sep 2024, 4 fund houses

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

• Adoption of Audited Standalone and Consolidated Financial Statements

  3 for0 against
• Re-appointment of Mr. Sachin Shah (DIN: 00387166), an Executive Director, liable to retire by rotation

  3 for0 against
• Re-appointment of Mr. Kulumani Gopalratnam Krishnamurthy (DIN: 00012579) as Non-Executive and Independent Director

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Holds directorships in peer / competitor company as an ID.

  0 for3 against
• Issue of Non-Convertible Debentures and/or Bonds of the Company, on Private Placement Basis

  3 for0 against

Mutual fund votes, meeting of 30 Apr 2024, 3 fund houses

• Alteration of the Articles of Association of the Company.

  3 for0 against
• Approval for acquisition of certain assets.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Valuation Report not disclosed.

  1 for2 against
• Changing the name of the Company from Indiabulls Real Estate Limited to Equinox India Developments Limited or such other name, as may be made available by the ROC, and consequent alteration of the Memorandum of Association and Articles of Association of the Company.MoreLess

  3 for0 against
• To a future assets arrangement between the Company and Embassy Property Developments Private Limited (EPDPL), an operating company of the Embassy group, pursuant to which EPDPL will agree to provide the Company access to a pipeline of potential assets and developments on mutually agreed terms and in compliance with applicable law, provided that any assets that are acquired by the Company from EPDPL/ the Embassy group from time to time shall be subject to all necessary approvals, permissions, consents and sanctions under applicable law at the relevant point in time, including approval of the board of directors of the Company (including any committee thereof) and, if applicable, the shareholders of the Company, subject to applicable law and the terms of the agreements among the relevant parties.MoreLess

  3 for0 against
• To create, issue, offer and allot, through preferential issue on a private placement basis, for cash consideration, in one or more tranches, aggregating up to INR 39,109,323,236, comprising (i) 91,355,606 fully-paid equity shares of face value INR 2 each of the Company (Equity Shares), at an issue price INR 111.51 (including the premium of INR 109.51) per Equity Share (such price, the Issue Price) and (ii) 259,369,201 unlisted warrants (Warrants), convertible into equivalent number of Equity Shares, at an exercise price of INR 111.51 (including the premium of INR 109.51) per warrant (Exercise Price) (Equity Shares and Warrants are hereinafter collectively referred to as the Securities), to the proposed allottees.MoreLess

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Warrants priced at par with equity shares.

  1 for2 against
• To reclassify the existing authorized share capital of the Company from INR 514,00,00,000 divided into 75,00,00,000 equity shares of INR 2 each and 36,40,00,000 Preference Shares of INR 10 each to INR 514,00,00,000 divided into 200,00,00,000 equity shares of INR 2 each and 11,40,00,000 Preference Shares of INR 10 each.MoreLess

  3 for0 against

Mutual fund votes, meeting of 29 Sep 2023, 6 fund houses

• 1) Adoption of Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2023 and the Reports of the Directors and Auditors thereon.

  1 for0 against
• 2) Reappoint Sachin Shah (DIN: 00387166) as Director, liable to retire by rotation.

  1 for0 against
• 3) Approve issuance of NCDs/ bonds on a private placement basis within the overall borrowing limit of Rs. 75.0 bn.

  1 for0 against
• Issue of Non-Convertible Debentures and/or Bonds of the Company, on private placement basis within the overall borrowing limits of upto Rs.7500 Crore.

  5 for0 against
• To appoint a director in place of Mr. Sachin Shah (DIN: 00387166), an Executive Director & Key Managerial Personnel, designated as Whole-time Director, who retires by rotation and being eligible, has offered himself for re-appointment.MoreLess

  5 for0 against
• To receive, consider and adopt the audited standalone and consolidated financial statements of the Company as at March 31, 2023, and the Reports of the Board and Auditors thereon.

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundUnqualified financial statements (except certain unfavorable remarks identified in CARO report). Compliant with Indian Accounting Standards. No Concern with Standalone financial statements. Consolidated Financial Statements: Non-Compliant with Companies Act, 2013 & SEBI LODR Regulations- Non-disclosure of financial statements of Subsidiaries for FY 2022-23.
  • Nippon India Mutual FundInadequate disclosure

  3 for2 against

Mutual fund votes, meeting of 18 May 2023, 5 fund houses

• 1) Appoint Sachin Shah (DIN: 00387166) as Executive Director for five years from 27 February 2023, liable to retire by rotation and fix his remuneration.

  ›Against SBI Mutual Fund

  • SBI Mutual FundSachin Shah, 47, was the President of Indiabulls Real Estate before being appointed as Whole-time Director in February 2023. He joined the company in October 2021. He is the former Chief Investment officer of Embassy Office Park Reit. He is currently an employee of Indiabulls Infraestate: a wholly owned subsidiary of the company and draws his entire remuneration from the subsidiary. Although we support his appointment as Executive Director, we are unable to support the resolution due to inadequate clarity on his remuneration, especially after the impending change in management. Currently, Sachin Shah’s cash remuneration, which can increased to Rs. 70.0 mn over this five-year term, is entirely fixed in nature. We believe executive remuneration should have a component of variable pay to align remuneration with company performance. While the company has clarified that currently there is no variable pay policy and no outstanding stock options, the company is transitioning to a new management, and we believe his remuneration structure could undergo a change for which the company may not need to seek another shareholder approval: the current resolution is sufficiently expansive to accommodate a new structure. Given the eminent change in control, the past cannot be used as a guide for making future assumptions on Sachin Shah’s proposed remuneration. As per the meeting notice, his remuneration terms are very enabling in nature and thus we are unable to estimate his compensation.

  0 for1 against
• 2) Appoint Javed Faizullah Tapia (DIN: 00056420) as Independent Director for three years from 27 February 2023.

  ›Against SBI Mutual Fund

  • SBI Mutual FundJaved Faizullah Tapia, 56, is currently the Chairperson of Clover Infotech: a midsize IT company. He is one of the promoters of The Clover Group with interests in, real estate, renewable energy, software and industrial warehousing. He is also the founder of Sienna Systems Resources Private Ltd: a fintech. He has completed his Bachelor of Commerce from Sydenham College and Master’s in Business Administration from Duke University - The Fuqua School of Business. He has 27 years of experience in digital transformation, enterprise applications management, data and domain consulting and implementation services, and cloud services. We understand Clover Realty and Infrastructure Private Limited (where he is a director) and Indiabulls Real Estate Limited and the Embassy Group (to be classified as promoters after the required approvals) operate real estate projects in the same geographical locations. He is also on the board of several other companies in the real estate segment. Therefore, we raise concerns about the potential conflict of interest, given that he will be on the board of multiple companies that compete with Indiabulls Real Estate.

  0 for1 against
• 3) Appoint Shyamm Mariwala (DIN: 00350235) as Independent Director for three years from 1 March 2023.

  1 for0 against
• 4) Appoint Ms. Tarana Suresh Lalwani (DIN: 01940572) as Independent Director for three years from 1 March 2023.

  1 for0 against
• Approval to the appointment of Mr. Javed Faizullah Tapia (Din: 00056420), as an Independent Director of the Company, with effect from February 27, 2023, for a term of 3 years i.e. from February 27, 2023 up to February 26, 2026 he shall not be liable to retire by rotation.MoreLess

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundAssociation may adversely impact independence

  2 for1 against
• Approval to the appointment of Mr. Sachin Shah (DIN: 00387166), as an Executive Director & Key Managerial Personnel of the Company, for a period of five years, with effect from February 27, 2023 and including remuneration.MoreLess

  ›Against HDFC Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundThere is a lack of clarity on the remuneration and can undergo a material increase without seeking shareholder approval
  • Nippon India Mutual FundInadequate disclosure

  1 for2 against
• Approval to the appointment of Mr. Shyamm Mariwala (DIN: 00350235), as an Independent Director of the Company, with effect from March 01, 2023, for a term of 3 years i.e. from March 1, 2023 up to February 28, 2026 he shall not be liable to retire by rotation.MoreLess

  3 for0 against
• Approval to the appointment of Ms. Tarana Suresh Lalwani (DIN: 01940572), as an Independent Director of the Company, with effect from March 01, 2023, for a term of 3 (three) years i.e. from March 1, 2023 up to February 28, 2026 she shall not be liable to retire by rotation.MoreLess

  3 for0 against
• To appoint Mr. Javed Faizullah Tapia (DIN: 00056420) as an Independent Director of the Company, with effect from February 27, 2023, for a term of 3 (three) years i.e. from February 27, 2023 up to February 26, 2026 AND THAT he shall not be liable to retire by rotationMoreLess

  1 for0 against
• To appoint Mr. Sachin Shah (DIN: 00387166) as an Executive Director & Key Managerial Personnel of the Company, for a period of five years, with effect from February 27, 2023 and to fix remuneration

  1 for0 against
• To appoint Mr. Shyamm Mariwala (DIN: 00350235) as an Independent Director of the Company, with effect from March 01, 2023, for a term of 3 (three) years i.e. from March 1, 2023 up to February 28, 2026 AND THAT he shall not be liable to retire by rotationMoreLess

  1 for0 against
• To appoint Ms. Tarana Suresh Lalwani (DIN: 01940572) as an Independent Director of the Company, with effect from March 01, 2023, for a term of 3 (three) years i.e. from March 1, 2023 up to February 28, 2026 AND THAT she shall not be liable to retire by rotationMoreLess

  1 for0 against

Mutual fund votes, meeting of 30 Sep 2022, 4 fund houses

• Appointment of Ms. Supriya Bhatnagar (DIN: 08731453), as an Independent Director of the Company for a term of two years from August 12, 2022 up to August 11, 2024 and that she shall not be liable to retire by rotation.MoreLess

  ›Against Bank of India Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundMs. Supriya Bhatnagar, 33, has experience in the fields of marketing, strategic planning, policy formulation and general management. She holds a Bachelor’s degree in Business Administration from Rajasthan University. The company has not provided adequate details on her current occupation, previous employment/ experience. Given the lack of clarity, we are unable to support her appointment on the board.
  • Motilal Oswal Mutual FundShe is too young and not qualified enough to be on board of the company
  • Nippon India Mutual FundInadequate disclosure

  0 for3 against
• Issue of Non-Convertible Debentures and/or Bonds of the Company, on private placement basis it should be within the overall borrowing limits of upto Rs.7,500 Crore.

  3 for0 against
• To appoint a Director in place of Mr. Mehul Johnson (DIN: 00016075), an Executive Director designated as Managing Director, who retires by rotation and being eligible, offers himself for re-appointment.MoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual Fundhe comes from Indiabulls Real Estate and with merger Imminent don’t want to appoint him as MD for one year more

  3 for1 against
• To appoint Ms. Supriya Bhatnagar (DIN: 08731453), as an Independent Director of the Company for a term of two years from August 12, 2022 up to August 11, 2024 AND THAT she shall not be liable to retire by rotationMoreLess

  1 for0 against
• To issue Redeemable Non-Convertible Debentures (“NCDs”) secured or unsecured and/or Bonds, on private placement basis, such that the total amount to be raised through issue of such NCDs/Bonds should be within the overall borrowing limits of upto Rs. 7,500 CroreMoreLess

  1 for0 against
• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company as at March 31, 2022, and the Reports of the Board and Auditors thereon.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundNon-disclosure of latest financial statements of Subsidiaries on the website

  3 for1 against