Firstsource Solutions CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Jul 2025, 21 fund houses

• To receive, consider and adopt: (a) the Audited financial statements of the Company for the financial year ended March 31, 2025 along with the reports of the Board of Directors and the Auditors thereon; and (b) the Audited consolidated financial statement of the Company and its subsidiaries for the financial year ended March 31, 2025 along with the report of the Auditors thereon.MoreLess

  21 for0 against
• To confirm the payment of Interim Dividend @ 40% (i.e. Rs.4.00 per share) on Equity Shares of Rs. 10/- each, already paid for the financial year ended March 31, 2025.

  21 for0 against
• To appoint a director in place of Mr. Shashwat Goenka (DIN 03486121), who retires by rotation and being eligible, offers himself for re-appointment.

  21 for0 against
• Appointment of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No. P2009MH007000) as Secretarial Auditor of the Company.

  21 for0 against

Mutual fund votes, meeting of 13 Dec 2024, 21 fund houses

• Re-Appointment of Ms. Vanita Uppal (DIN: 07286115) as an Independent Director of the Company

  21 for0 against
• Re-Appointment of Mr. Utsav Parekh (DIN: 00027642) as an Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, WhiteOak Capital Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual Fund, Navi Mutual FundUtsav Parekh, 67, is the promoter and Chairperson of SMIFS Capital Markets Limited, an Investment Banking company and a SEBI approved Category-I Merchant Banker. He was a director on the board of McLeod Russel India Limited from May 2005 to May 2019 and McNally Bharat Engineering Co. Limited from 1998 to 2015. During his tenure as an Independent Director, McLeod Russel India had provided capital advances to other promoter group companies which were considered as prejudicial to the interest of the company by the statutory auditors, who qualified the audit report for FY19 and FY20. We also note that Utsav Parekh is an Independent Director on the board of six listed companies (including Firstsource Solutions Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as an entrepreneur with an interest in diverse industries, from financial markets, construction, real estate, restaurants etc, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Given the corporate governance failures that lace his past and the high number of directorships, we do not support his reappointment as Independent Director.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Excessive time commitments.
  • HDFC Mutual FundMr. Utsav Parekh was an independent director on the board of companies which have had corporate governance failures in the past. We do not support his reappointment
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundUtsav Parekh, 67, is the promoter and Chairperson of SMIFS Capital Markets Limited, an Investment Banking company and a SEBI approved Category-I Merchant Banker. He was a director on the board of McLeod Russel India Limited from May 2005 to May 2019 and McNally Bharat Engineering Co. Limited from 1998 to 2015. During his tenure as an Independent Director, McLeod Russel India had provided capital advances to other promoter group companies which were considered as prejudicial to the interest of the company by the statutory auditors, who qualified the audit report for FY19 and FY20. We also note that Utsav Parekh is an Independent Director on the board of five listed companies (including Firstsource Solutions Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Given the corporate governance failures that lace his past and the high number of directorships, we do not support his reappointment as Independent Director.
  • WhiteOak Capital Mutual FundUtsav Parekh, 67, is the promoter and Chairperson of SMIFS Capital Markets Limited, an Investment Banking company and a SEBI approved Category-I Merchant Banker. He was a director on the board of McLeod Russel India Limited from May 2005 to May 2019 and McNally Bharat Engineering Co. Limited from 1998 to 2015. During his tenure as an Independent Director, McLeod Russel India had provided capital advances to other promoter group companies which were considered as prejudicial to the interest of the company by the statutory auditors, who qualified the audit report for FY19 and FY20. We also note that Utsav Parekh is an Independent Director on the board of five listed companies (including Firstsource Solutions Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as an entrepreneur with an interest in diverse industries, from financial markets, construction, real estate, restaurants etc, his responsibilities are equivalent to a whole_x0002_time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Given the corporate governance failures that lace his past and the high number of directorships, we do not support his reappointment as Independent Director.

  10 for11 against

Mutual fund votes, meeting of 30 Jul 2024, 19 fund houses

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

• To consider and adopt:n(a) the audited financial statements of the Company for the financial year ended March 31, 2024 along with the reports of the Board of Directorsnand the Auditors thereon; andn(b) the audited consolidated financial statement of the Company and its subsidiaries for the financial year ended March 31, 2024 along with thenreport of the Auditors thereon.MoreLess

  18 for0 against
• To confirm the payment of Interim Dividend @ 35% (i.e. ₹ 3.50 per share) on Equity Shares already paid for the financial year ending March 31, 2024.

  19 for0 against
• To appoint a Director in place of Mr. Subrata Talukdar (DIN: 01794978), who retires by rotation and being eligible, offers himself for reappointment:

  19 for0 against
• Continuation of Appointment of Dr Sanjiv Goenka (DIN: 00074796) as Non-Executive, Non-Independent Director of the Company

  19 for0 against
• Appointment of Dr. Rajiv Kumar (DIN 02385076) as an Indepndent Director of the Company:

  19 for0 against
• Appointment/ Continuation of Mr. Pradip Kumar Khaitan (DIN: 00004821), as a Director of the Company

  19 for0 against

Mutual fund votes, meeting of 27 Oct 2023, 13 fund houses

• Appointment of Mr. Ritesh Mohan Idnani (DIN: 06403188) as the Managing Director & CEO (“MD & CEO”) of the Company

  ›Against JM Financial Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual FundAppointment compliant with law. Governance concern: Absolute discretion to the Board; Absolute cap not provided for each remuneration component.
  • Nippon India Mutual FundInsufficient information

  11 for2 against
• Re-Appointment of Mr. Sunil Mitra (DIN: 00113473) as an Independent Director of the Company

  13 for0 against
• Appointment of Mr. T. C. Suseel Kumar (DIN: 06453310) as an Independent Director of the Company.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: Excessive time commitment.

  12 for1 against
• Appointment of Ms. Rekha Sethi (DIN: 06809515) as an Independent Director of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Edelweiss Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Sundaram Mutual FundMs. Rekha Sethi, 60, is Director General at All-India Management Association (AIMA). She took charge of AIMA in June 2008 and represents AIMA on the Governing Council of National Productivity Council. We note that she has been on the board of CESC Limited, a promoter group company, since 30 July 2014. We have considered her overall association with the promoter group and will consider her non-independent once her aggregate board tenure crosses ten years in CESC Limited i.e., on 29 July 2024. Further, she serves on the boards of five listed companies (including Firstsource Solutions Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that as Director General of AIMA, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in the spirit of the regulation. Hence, we do not support the resolution.
  • Edelweiss Mutual FundNot relevant experience
  • JM Financial Mutual FundAppointment compliant with law. Governance Concern: Proposed term will lead to Prolonged Association with the Group.
  • Kotak Mahindra Mutual FundMs. Rekha Sethi, 59, is currently the Director General of the All India Management Association. She has also worked with the Confederation of IndianIndustry (CII) for over 17 years. Even though her expertise would be of great value to the company, her re-appointment would increase her total association with the Group for more than 10 years. Although, compliant with law, any director having association exceeding 10 years with the company/ group company, is considered to be Non-Independent. Hence voting AGAINST .
  • Mahindra Manulife Mutual FundGovernance Concern: Ms. Rekha Sethi has been serving as Independent Director on the Boards of Spencer’s Retail Ltd and CESC Ltd w.e.f. 19th July, 2019 and 30th July, 2014, respectively. Both Companies belong to the same Group as this Company. Proposed term will lead to Prolonged Association with the Group.
  • Motilal Oswal Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: Excessive time commitment.
  • Nippon India Mutual FundProlonged Association
  • SBI Mutual FundMs. Rekha Sethi, 60, is Director General at All-India Management Association (AIMA). She took charge of AIMA in June 2008 and represents AIMA on the Governing Council of National Productivity Council. We note that she has been on the board of CESC Limited, a promoter group company, since 30 July 2014. We have considered her overall association with the promoter group and will consider her non-independent once her aggregate board tenure crosses ten years in CESC Limited i.e., on 29 July 2024. Further, she serves on the boards of five listed companies (including Firstsource Solutions Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that as Director General of AIMA, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in the spirit of the regulation. This is why we do not support the resolution.

  4 for9 against

Mutual fund votes, meeting of 2 Aug 2023, 12 fund houses

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

• To consider and adopt:n(a) the audited financial statements of the Company for the financial year ended March 31, 2023 along with the reports of the Board of Directors and the Auditors thereon; and n(b) the audited consolidated financial statement of the Company and its subsidiaries for the financial year ended March 31, 2023 along with the report of the Auditors thereonnTo consider and adopt:n(a) the audited financial statements of the Company for the financial year ended March 31, 2023 along with the reports of the Board of Directors and the Auditors thereon; and n(b) the audited consolidated financial statement of the Company and its subsidiaries for the financial year ended March 31, 2023 along with the report of the Auditors thereonnMoreLess

  11 for0 against
• To confirm the payment of Interim Dividend @ 35% (i.e. ₹ 3.50 per share) on Equity Shares already paid for the financial year ending March 31, 2023.

  12 for0 against
• To appoint a Director in place of Mr. Pradip Kumar Khaitan (DIN 00004821), who retires by rotation and being eligible, offers himself for re-appointment

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: Excessive time commitment.
  • Nippon India Mutual FundHigh number of Directorships

  5 for3 against
• Appointment of Mr. Pradip Kumar Khaitan (DIN 00004821), as a Director of the Company

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of appointee. Governance concern: Excessive time commitment.
  • Nippon India Mutual FundHigh number of Directorships

  5 for3 against

Mutual fund votes, meeting of 15 Dec 2022, 11 fund houses

• Appointment of Mr. Utsav Parekh (DIN: 00027642) as an Independent Director of the Company

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundGiven the high number of directorships, we do not support his appointment.
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: • Utsav Parekh serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.
  • HDFC Mutual FundGiven his past history of failure to perform his duties as independent director in the companies where there has been corporate governance lapses, we do not support his appointment
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution as the disclosure about the proposed Director in the notice is incomplete and also, not as per the regulatory requirement. Additionally, the director has been on the board of one of the company which has seen financial irregularities.
  • Invesco Mutual FundUtsav Parekh, 66, is the promoter and Chairperson, SMIFS Capital Markets Limited, a SEBI approved Category-I Merchant Banker. He was a director on the board of McLeod Russel India Limited from May 2005 to May 2019. During his tenure as an Independent Director, McLeod Russel India had provided capital advances to other promoter group companies which were considered as prejudicial to the interest of the company by the statutory auditors, who qualified the audit report for FY19 and FY20.
  • Kotak Mahindra Mutual FundNon-disclosure of Chairmanship / membership on the other board committees is non-compliance of SEBI LODR. The Company has not disclosed the Chairmanship / Membership in Committees of other boards as required
  • Nippon India Mutual FundConsidering time commitment due to multiple directorships on listed companies
  • SBI Mutual FundUtsav Parekh, 66, is the promoter and Chairperson, SMIFS Capital Markets Limited, a SEBI approved Category-I Merchant Banker. SBI MF has an internal guideline where we vote against the independent director if he/she serves as independent director on more than 3 boards while having a role equivalent to that of a whole- time director on a listed/unlisted company. In the case of Utsav Parekh we believe that his responsibility as the Promoter and Chairperson of SMIFS Capital Markets Limited is equivalent to that of a whole -time director and he is serving as an independent director on 5 boards (including Firstsource Solutions Ltd). We also note that he was not able to attend 75% of the meetings in one of the listed companies during his tenure as an independent director. Therefore, in our assessment he is over-boarded and may not be able to devote sufficient time towards execution of his responsibilities as an independent director on this company. We are unable to support this resolution.

  3 for8 against