GMR Airports CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 29 Sep 2025, 30 fund houses

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

• To consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2025, and the Reports of the Board of Directors and Auditors thereonMoreLess

  29 for0 against
• To appoint a Director in place of Mr. Grandhi Kiran Kumar (DIN: 00061669), who retires by rotation and being eligible, offers himself for re- appointment

  30 for0 against
• To appoint a Director in place of Mr. Srinivas Bommidala (DIN: 00061464), who retires by rotation and being eligible, offers himself for re- appointment

  30 for0 against
• To consider and approve the appointment of M/s. V Sreedharan & Associates, Company Secretaries, as the Secretarial Auditor of the Company

  30 for0 against
• Approval for raising of funds through issuance of equity shares and/or other eligible securities through Qualified Institutions Placement and/or Foreign Currency Convertible Bonds

  29 for0 against
• Approval for the Related Party Transactions with Delhi International Airport Limited, a subsidiary of the Company, considered Material, for financial year 2025-26

  30 for0 against

Mutual fund votes, meeting of 23 Jul 2025, 27 fund houses

• Approval for sale of assets by Delhi Duty Free Services Private Limited, a Material Subsidiary of the Company

  27 for0 against

Mutual fund votes, meeting of 29 Nov 2024, 24 fund houses

• Item 1, as a fund house numbered it

  1 for0 against
• 1) Approve related party transaction with Fraport AG Frankfurt Airport Services Worldwide (FAFAS) for acquisition of 10% stake in Delhi International Airport Limited (DIAL) from FAFAS, for a consideration of USD 126 mn.MoreLess

  1 for0 against
• Approval for Related Party Transactions between the Company and Fraport AG Frankfurt Airport Services Worldwide.

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual FundCompliant with law. Governance Concern: The disclosure regarding the basis of arriving at the pricing of the transactions is a material disclosure for shareholders. It should form part of the disclosures unless the transactions are of a nature wherein basis of pricing cannot be determined. Despite the price being negotiated between Joint Venture partners and is in the best interest of the company, Company should disclose the “basis of arriving at the value of proposed consideration” to the shareholders to enable the shareholders to understand whether the pricing has been determined in a fair and transparent manner. Company has not disclosed the Basis for Arm’s length pricing. Hence, we are voting against the resolution.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Basis for Arm’s Length pricing is not disclosed.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for entering into transactions with Fraport AG Frankfurt Airport Services Worldwide to acquire 245,000,000 equity shares (10% stake) held by Fraport in Delhi International Airport Limited DIAL (subsidiary) by the Company for an aggregate negotiated consideration of USD 126 Million. The proposed acquisition of the additional 10% equity stake of DIAL from Fraport would increase the Company s holding in DIAL from 64% to 74%. However, the price has been negotiated between GMR & Fraport and no third party Independent auditor is involved in the process. Since it is a related party transaction and the basis for valuation is not disclosed, we are voting against the resolution.
  • LIC Mutual FundCompliant with law. Governance Concern: Basis for Arm s Length pricing is not disclosed.
  • Nippon India Mutual FundBasis for Arm’s Length pricing is not disclosed.
  • PPFAS Mutual FundBasis of pricing/ valuation arrived is not disclosed.

  10 for8 against
• Approve related party transaction with Fraport AG Frankfurt Airport Services Worldwide (FAFAS) for acquisition of 10% stake in Delhi International Airport Limited (DIAL) from FAFAS, for a consideration of USD 126 mnMoreLess

  3 for0 against
• To approve the Related Party Transactions between the Company and Fraport AG Frankfurt Airport Services Worldwide.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundCompliant with law. Governance Concern: Basis for Arm’s Length pricing is not disclosed.

  0 for1 against

Mutual fund votes, meeting of 16 Sep 2024, 23 fund houses

• 1) Adoption of Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2024 and the Reports of the Directors and Auditors thereon.

  1 for0 against
• 10) Appoint Augustin de Romanet de Beaune (DIN: 08883005) as Non-Executive Non-Independent Director from 13 August 2024, liable to retire by rotation.

  1 for0 against
• 11) Reappoint Dr. Emandi Sankara Rao (DIN: 05184747) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier.

  1 for0 against
• 12) Reappoint Dr. Mundayat Ramachandran (DIN: 01573258) as Independent Director for five years from 9 September 2024 or till the conclusion of 2029 AGM, whichever is earlier and approve his continuation on the board post attaining 75 years of age.MoreLess

  1 for0 against
• 13) Reappoint Sadhu Ram Bansal (DIN: 06471984) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier.

  1 for0 against
• 14) Reappoint Amarthaluru Subba Rao (DIN: 00082313) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier.

  1 for0 against
• 15) Reappoint Ms. Bijal Tushar Ajinkya (DIN: 01976832) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier.

  1 for0 against
• 16) Reappoint Suresh Lilaram Narang (DIN: 08734030) as Independent Director from the conclusion of 2024 AGM for five years or till the conclusion of 2029 AGM, whichever is earlier.

  1 for0 against
• 17) Appoint Alexandre Guillaume Roger Ziegler (DIN: 09382849) as Independent Director from 1 August 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier.

  1 for0 against
• 18) Appoint Anil Chaudhry (DIN: 03213517) as Independent Director from 13 August 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier.

  1 for0 against
• 19) Approve issuance of equity or equity-linked securities up to Rs. 50.0 bn.

  1 for0 against
• 2) Reappoint G. M. Rao (DIN: 00574243) as Non-Executive Non-Independent Director, liable to retire by rotation.

  1 for0 against
• 20) Approve alteration to Objects Clause of the Memorandum of Association (MoA) and subsequently adopt a new MoA.

  1 for0 against
• 3) Reappoint Walker Chandiok & Co LLP as statutory auditors for five years from the conclusion of the 2024 AGM and authorize the board to fix their remuneration.

  1 for0 against
• 4) Reappoint Grandhi Kiran Kumar (DIN: 00061669) as Managing Director & CEO for three years from 28 July 2024 and fix his remuneration as minimum remuneration.

  ›Against SBI Mutual Fund

  • SBI Mutual FundGrandhi Kiran Kumar, 48, is currently the Managing Director and Chief Executive Officer of the company. He has been on the board of the company since 1999. In FY23, He was paid an aggregate remuneration of Rs. 69.7 mn from GMR Airports Infrastructure Limited and GMR Airports Limited (which has now been amalgamated into GMR Airports Infrastructure Limited).The company states that they have undertaken a benchmarking exercise, based on which the company proposes to revise his remuneration. We estimate Grandhi Kiran Kumar's remuneration for FY25 at Rs. 71.5 mn comprising variable pay capped at Rs. 21.5 mn which is low at 28% of overall remuneration. Considering the company's financial losses over the years and negative networth, we believe that the variable pay should constitute more than 50% of the overall remuneration and be directly linked to company performance, with clearly defined performance metrics. Further, he is entitled to a fixed increase of 10% on his pay, year on year, regardless of company performance. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Given these reasons, while we support his reappointment as MD and CEO, we do not support the remuneration structure. Therefore, we are unable to support the resolution.

  0 for1 against
• 5) Appoint Indana Prabhakara Rao (DIN: 03482239) as Director from 13 August 2024, liable to retire by rotation.

  1 for0 against
• 6) Appoint Indana Prabhakara Rao (DIN: 03482239) as Whole time Director designated as Deputy Managing Director for three years from 13 August 2024 and fix his remuneration as minimum remuneration.

  ›Against SBI Mutual Fund

  • SBI Mutual FundIndana Prabhakar Rao is also the Executive Director, Delhi International Airport Limited (DIAL), a 64% subsidiary. We estimate the fixed component of his remuneration from GMR Airports Infrastructure Ltd and DIAL at Rs. 45.0 mn. His remuneration terms from the company and DIAL, both, include a variable component (performance linked incentive plan): the payout of which will be determined in accordance with the HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation from the company and subsidiary we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. Further, while the current fixed remuneration from DIAL is Rs. 30.2 mn, it is unclear if it is likely to remain at the same level or increase, through his tenure. Therefore, given the open-ended nature of his remuneration terms, we do not support the resolution even while we support his appointment as Deputy Managing Director.

  0 for1 against
• 7) Appoint Alexis Benjamin Riols (DIN: 10497928) as Director, liable to retire by rotation.

  1 for0 against
• 8) Appoint Alexis Benjamin Riols (DIN: 10497928) as an Executive Director for three years from 13 August 2024 and fix his remuneration as minimum remuneration.

  ›Against SBI Mutual Fund

  • SBI Mutual FundHis fixed remuneration for FY25 is Rs. 26.5 mn. His remuneration terms include a variable component, the payout of which will be determined in accordance with HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Therefore, we do not support the resolution even while we support his appointment as Executive Director.

  0 for1 against
• 9) Appoint Philippe Pascal (DIN: 08903236) as Non-Executive Non-Independent Director from 1 August 2024, liable to retire by rotation.

  1 for0 against
• Adoption of financial statements for the year ended 31 March 2024

  2 for0 against
• Alteration of Object Clause and Adoption of New Set of the Memorandum of Association of the Company.

  19 for0 against
• Appoint Alexandre Guillaume Roger Ziegler (DIN: 09382849) as Independent Director from 1 August 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier

  ›Against DSP Mutual Fund

  • DSP Mutual FundAlexandre Guillaume Roger Ziegler, 54, is Executive VP - Defence Division at SAFRAN, an aircraft equipment manufacturer. He joined SAFRAN in September 2019 as Senior Executive VP - International and Public affairs. He was also an Ambassador of France to India. He has graduated in History from the Institut d’Etudes Politiques, France. He has been on the board of GMR Airports Limited since November 2021. We will consider his overall association with the group to compute his tenure.Further, as per public sources, GMR Airports Ltd along with Group ADP have collaborated with SAFRAN and Airbus to produce Sustainable Aviation Fuel in India. Given the potential conflict of interest, we do not support his appointment as Independent director.

  1 for1 against
• Appoint Alexis Benjamin Riols (DIN: 10497928) as an Executive Director for three years from 13 August 2024 and fix his remuneration as minimum remuneration

  ›Against DSP Mutual Fund

  • DSP Mutual FundHis fixed remuneration for FY25 is Rs. 26.5 mn. His remuneration terms include a variable component, the payout of which will be determined in accordance with HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Therefore, we do not support the resolution even while we support his appointment as Executive Director.

  1 for1 against
• Appoint Alexis Benjamin Riols (DIN: 10497928) as Director, liable to retire by rotation

  2 for0 against
• Appoint Anil Chaudhry (DIN: 03213517) as Independent Director from 13 August 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier

  2 for0 against
• Appoint Augustin de Romanet de Beaune (DIN: 08883005) as Non-Executive Non-Independent Director from 13 August 2024, liable to retire by rotation

  2 for0 against
• Appoint Indana Prabhakara Rao (DIN: 03482239) as Director from 13 August 2024, liable to retire by rotation

  2 for0 against
• Appoint Indana Prabhakara Rao (DIN: 03482239) as Whole time Director designated as Deputy Managing Director for three years from 13 August 2024 and fix his remuneration as minimum remuneration

  ›Against DSP Mutual Fund

  • DSP Mutual FundIndana Prabhakar Rao is also the Executive Director, Delhi International Airport Limited (DIAL), a 64% subsidiary. We estimate the fixed component of his remuneration from GMR Airports Infrastructure Ltd and DIAL at Rs. 45.0 mn. His remuneration terms from the company and DIAL, both, include a variable component (performance linked incentive plan): the payout of which will be determined in accordance with the HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation from the company and subsidiary we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. Further, while the current fixed remuneration from DIAL is Rs. 30.2 mn, it is unclear if it is likely to remain at the same level or increase, through his tenure. Therefore, given the open-ended nature of his remuneration terms, we do not support the resolution even while we support his appointment as Deputy Managing Director.

  1 for1 against
• Appoint Philippe Pascal (DIN: 08903236) as Non-Executive Non-Independent Director from 1 August 2024, liable to retire by rotation

  2 for0 against
• Appointment of Mr. Alexandre Guillaume Roger Ziegler (DIN: 09382849) as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years w.e.f. August 01, 2024 or up to the conclusion of the 33rd Annual General Meeting of the Company.MoreLess

  ›Against Axis Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundAlexandre Guillaume Roger Ziegler, 54, is Executive VP - Defence Division at SAFRAN, an aircraft equipment manufacturer. He joined SAFRAN in September 2019 as Senior Executive VP - International and Public affairs. He was also an Ambassador of France to India. He has graduated in History from the Institut d’Etudes Politiques, France. He has been on the board of GMR Airports Limited since November 2021. We will consider his overall association with the group to compute his tenure. Further, as per public sources, GMR Airports Ltd along with Group ADP have collaborated with SAFRAN and Airbus to produce Sustainable Aviation Fuel in India. Given the potential conflict of interest, we do not support his appointment as Independent director.
  • ICICI Prudential Mutual FundAlexandre Guillaume Roger Ziegler is Executive VP - Defence Division at SAFRAN, an aircraft equipment manufacturer. He joined SAFRAN in September 2019 as Senior Executive VP - International and Public affairs. He has been on the board of GMR Airports Limited since November 2021. Further, as per public sources, GMR Airports Ltd along with Group ADP have collaborated with SAFRAN and Airbus to produce Sustainable Aviation Fuel in India. Given the potential conflict of interest, the AMC has voted against the resolution for appointment of Alexandre Guillaume Roger Ziegler as an Independent director.
  • Invesco Mutual FundAlexandre Guillaume Roger Ziegler, 54, is Executive VP - Defence Division at SAFRAN, an aircraft equipment manufacturer. He joined SAFRAN in September 2019 as Senior Executive VP - International and Public affairs. He was also an Ambassador of France to India. He has graduated in History from the Institut d’Etudes Politiques, France. He has been on the board of GMR Airports Limited since November 2021. We will consider his overall association with the group to compute his tenure. Further, as per public sources, GMR Airports Ltd along with Group ADP have collaborated with SAFRAN and Airbus to produce Sustainable Aviation Fuel in India. Given the potential conflict of interest, we do not support his appointment as Independent director
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  15 for4 against
• Appointment of Mr. Alexis Benjamin Riols (DIN: 10497928) as a Director of the Company, liable to retire by rotation, w.e.f. August 13, 2024.

  19 for0 against
• Appointment of Mr. Alexis Benjamin Riols (DIN: 10497928) as an Executive Director of the Company, liable to retire by rotation, for a period of 3 (three) years with effect from August 13, 2024, at an annual Fixed Remuneration of Rs. 2.65 Crores, Variable Performance Pay (VPP) and Annual Increments as per the HR Policy of the Group (Total Remuneration).MoreLess

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundHis fixed remuneration for FY25 is Rs. 26.5 mn. His remuneration terms include a variable component, the payout of which will be determined in accordance with HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Therefore, we do not support the resolution even while we support his appointment as Executive Director.
  • Invesco Mutual FundHis fixed remuneration for FY25 is Rs. 26.5 mn. His remuneration terms include a variable component, the payout of which will be determined in accordance with HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Therefore, we do not support the resolution even while we support his appointment as Executive Director
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  16 for3 against
• Appointment of Mr. Anil Chaudhry (DIN: 03213517) as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years w.e.f. August 13, 2024 or up to the conclusion of the 33rd Annual General Meeting of the Company.MoreLess

  19 for0 against
• Appointment of Mr. Augustin de Romanet de Beaune (DIN: 08883005) as a Non - Executive Non - Independent Director of the Company, liable to retire by rotation, w.e.f. August 13, 2024.

  19 for0 against
• Appointment of Mr. Indana Prabhakara Rao (DIN: 03482239) as a Director of the Company, liable to retire by rotation, w.e.f. August 13, 2024.

  19 for0 against
• Appointment of Mr. Indana Prabhakara Rao (DIN: 03482239) as a Whole Time Director of the Company designated as Deputy Managing Director, liable to retire by rotation, for a period of 3 (three) years with effect from August 13, 2024, at an annual fixed remuneration of Rs. 1.48 crores, Performance Linked Incentive Plan (PLIP) and Annual Increments as per the HR Policy of the Group (Total Remuneration).MoreLess

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundIndana Prabhakar Rao is also the Executive Director, Delhi International Airport Limited (DIAL), a 64% subsidiary. We estimate the fixed component of his remuneration from GMR Airports Infrastructure Ltd and DIAL at Rs. 45.0 mn. His remuneration terms from the company and DIAL, both, include a variable component (performance linked incentive plan): the payout of which will be determined in accordance with the HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation from the company and subsidiary we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. Further, while the current fixed remuneration from DIAL is Rs. 30.2 mn, it is unclear if it is likely to remain at the same level or increase, through his tenure. Therefore, given the open-ended nature of his remuneration terms, we do not support the resolution even while we support his appointment as Deputy Managing Director.
  • Invesco Mutual FundIndana Prabhakar Rao is also the Executive Director, Delhi International Airport Limited (DIAL), a 64% subsidiary. We estimate the fixed component of his remuneration from GMR Airports Infrastructure Ltd and DIAL at Rs. 45.0 mn. His remuneration terms from the company and DIAL, both, include a variable component (performance linked incentive plan): the payout of which will be determined in accordance with the HR policy. In the absence of guidance or a past track record, we are unable to reliably estimate the performance linked incentive. Given the open-ended nature of variable compensation from the company and subsidiary we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amounts and disclose the performance parameters that will be used to determine his variable payout. Further, while the current fixed remuneration from DIAL is Rs. 30.2 mn, it is unclear if it is likely to remain at the same level or increase, through his tenure. Therefore, given the open-ended nature of his remuneration terms, we do not support the resolution even while we support his appointment as Deputy Managing Director
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  16 for3 against
• Appointment of Mr. Philippe Pascal (DIN: 08903236) as a Non - Executive Non - Independent Director of the Company, liable to retire by rotation, w.e.f. August 01, 2024.

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Uncertain time commitment of director to the Board as evidenced by appointment of Alternate director on the same day of appointment of director.
  • PPFAS Mutual FundUncertain time commitment due to appointment of Alternate Director.

  10 for9 against
• Approval for raising of funds through issuance of equity shares and/or other eligible securities through Qualified Institutions Placement and/or Foreign Currency Convertible Bonds

  1 for0 against
• Approval for raising of funds through issuance of equity shares and/or other eligible securities through Qualified Institutions Placement and/or Foreign Currency Convertible Bonds shall not exceed Rs. 5,000 crores only.MoreLess

  19 for0 against
• Approve alteration to Objects Clause of the Memorandum of Association (MoA) and subsequently adopt a new MoA

  2 for0 against
• Approve issuance of equity or equity-linked securities up to Rs. 50.0 bn

  2 for0 against
• Re-appointment of Dr. Emandi Sankara Rao (DIN: 05184747) as a Director of the Company in the category of an Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years w.e.f. September 09, 2024 or up to the conclusion of the 33rd Annual General Meeting of the Company.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundTechnical Non-Compliant with law - Prior shareholders’ approval not obtained for re-appointment.
  • LIC Mutual FundTechnical Non-Compliant with law - Prior shareholders approval not obtained for re-appointment.
  • PPFAS Mutual FundPrior Approval not sought for re-appointment.

  9 for10 against
• Re-appointment of Dr. Mundayat Ramachandran (DIN: 01573258) as a Director of the Company in the category of an Independent Director, not liable to retire by rotation, for second term of 5 (five) consecutive years w.e.f. September 09, 2024 or up to the conclusion of the 33rd Annual General Meeting of the Company and to continue as a Non - Executive Independent Director of the Company for a second term, upon attaining the age of 75 (seventy five) years on June 14, 2025.MoreLess

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundDr. Mundayat Ramachandran, 74, is a retired IAS officer. He has served as the Secretary to Government of India, Ministry of Urban Development and as Chief Secretary of Government of Uttarakhand. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of the 2021 AGM. He has attended all four board meetings held in FY24. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – therefore, his continuation as Independent Director also requires shareholder ratification. We do not consider age to be a criterion for board appointments. He has been on the board of GMR Kishangarh Udaipur Ahmedabad Expressways Limited since 23 July 2012, a group company, which was amalgamated with GMR Highways Limited from 31 March 2018, and GMR Kamalanga Energy Limited since 31 August 2016. His overall association with the group exceeds ten years. Therefore, we are unable to support his reappointment as Independent Director. The board must consider appointing him as a Non-Executive Non-Independent Director. We do not support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundTechnical Non-Compliant with law - Prior shareholders’ approval not obtained for re-appointment. Governance Concern: Prolonged Association of more than 10 years with the group
  • ICICI Prudential Mutual FundDr. Mundayat Ramachandran is a retired IAS officer. He has served as the Secretary to Government of India, Ministry of Urban Development and as Chief Secretary of Government of Uttarakhand. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of the 2021 AGM. He has been on the board of GMR Kishangarh Udaipur Ahmedabad Expressways Limited since July 23, 2012, a group company, which was amalgamated with GMR Highways Limited from March 31, 2018 and GMR Kamalanga Energy Limited since August 31, 2016. His overall association with the group exceeds ten years and hence, the AMC has voted against the resolution.
  • Invesco Mutual FundDr. Mundayat Ramachandran, 74, is a retired IAS officer. He has served as the Secretary to Government of India, Ministry of Urban Development and as Chief Secretary of Government of Uttarakhand. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of the 2021 AGM. He has attended all four board meetings held in FY24. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – therefore, his continuation as Independent Director also requires shareholder ratification. We do not consider age to be a criterion for board appointments He has been on the board of GMR Kishangarh Udaipur Ahmedabad Expressways Limited since 23 July 2012, a group company, which was amalgamated with GMR Highways Limited from 31 March 2018, and GMR Kamalanga Energy Limited since 31 August 2016. His overall association with the group exceeds ten years. Therefore, we are unable to support his reappointment as Independent Director. The board must consider appointing him as a Non-Executive Non-Independent Director. We do not support the resolution.
  • LIC Mutual FundTechnical Non-Compliant with law - Prior shareholders approval not obtained for re-appointment. Governance Concern: Prolonged Association of more than 10 years with the group
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundPrior Approval not sought for re-appointment. Prolonged association.

  5 for14 against
• Re-appointment of Mr. Amarthaluru Subba Rao (DIN: 00082313) as a Director of the Company in the category of an Independent Director, not liable to retire by rotation, for second term of 5 (five) consecutive years w.e.f. September 09, 2024 or up to the conclusion of the 33rd Annual General Meeting of the Company.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundTechnical Non-Compliant with law - Prior shareholders’ approval not obtained for re-appointment.
  • LIC Mutual FundTechnical Non-Compliant with law - Prior shareholders approval not obtained for re-appointment.
  • PPFAS Mutual FundPrior Approval not sought for re-appointment.

  9 for10 against
• Re-appointment of Mr. Grandhi Kiran Kumar (DIN: 00061669) as Managing Director of the Company and designated as Managing Director and CEO, for a further period of 3 (three) years with effect from July 28, 2024 to July 27, 2027, liable to retire by rotation and including remuneration.MoreLess

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundGrandhi Kiran Kumar, 48, is currently the Managing Director and Chief Executive Officer of the company. He has been on the board of the company since 1999. In FY23, He was paid an aggregate remuneration of Rs. 69.7 mn from GMR Airports Infrastructure Limited and GMR Airports Limited (which has now been amalgamated into GMR Airports Infrastructure Limited). The company states that they have undertaken a benchmarking exercise, based on which the company proposes to revise his remuneration. We estimate Grandhi Kiran Kumar's remuneration for FY25 at Rs. 71.5 mn comprising variable pay capped at Rs. 21.5 mn which is low at 28% of overall remuneration. Considering the company's financial losses over the years and negative networth, we believe that the variable pay should constitute more than 50% of the overall remuneration and be directly linked to company performance, with clearly defined performance metrics. Further, he is entitled to a fixed increase of 10% on his pay, year on year, regardless of company performance. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Given these reasons, while we support his reappointment as MD and CEO, we do not support the remuneration structure. Therefore, we are unable to support the resolution.
  • Invesco Mutual FundGrandhi Kiran Kumar, 48, is currently the Managing Director and Chief Executive Officer of the company. He has been on the board of the company since 1999. In FY23, He was paid an aggregate remuneration of Rs. 69.7 mn from GMR Airports Infrastructure Limited and GMR Airports Limited (which has now been amalgamated into GMR Airports Infrastructure Limited). The company states that they have undertaken a benchmarking exercise, based on which the company proposes to revise his remuneration. We estimate Grandhi Kiran Kumar's remuneration for FY25 at Rs. 71.5 mn comprising variable pay capped at Rs. 21.5 mn which is low at 28% of overall remuneration. Considering the company's financial losses over the years and negative networth, we believe that the variable pay should constitute more than 50% of the overall remuneration and be directly linked to company performance, with clearly defined performance metrics. Further, he is entitled to a fixed increase of 10% on his pay, year on year, regardless of company performance. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Given these reasons, while we support his reappointment as MD and CEO, we do not support the remuneration structure. Therefore, we are unable to support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  15 for3 against
• Re-appointment of Mr. Grandhi Kiran Kumar (DIN: 00061669) as Managing Director of the Company and designated as Managing Director and Chief Executive Oficer, for a further period of 3 (three) years with effect from July 28, 2024 to July 27, 2027, liable to retire by rotation and including remuneration.MoreLess

  1 for0 against
• Re-appointment of Mr. Sadhu Ram Bansal (DIN: 06471984) as a Director of the Company in the category of an Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years w.e.f. September 09, 2024 or up to the conclusion of the 33rd Annual General Meeting of the Company.MoreLess

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundSadhu Ram Bansal, 69, is the former Chairperson and MD of Corporation Bank, former Executive Director of Punjab National Bank and former Field General Manager of Dena Bank. He has over 34 years of experience in banking, finance and infrastructure finance. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of 2021 AGM. He has attended all four board meetings held in FY24. Further he was on the board of GMR Varalakshmi Foundation (CSR arm of GMR group) from June 2018 to May 2023. Therefore, his overall association with the group will exceed ten years during the proposed tenure. Hence, we are unable to support his reappointment as Independent Director. The board must consider appointing him as a Non-Executive Non-Independent Director.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundTechnical Non-Compliant with law - Prior shareholders’ approval not obtained for re-appointment. Governance Concern: Proposed term would lead to Prolonged Association of more than 10 years with the group.
  • ICICI Prudential Mutual FundSadhu Ram Bansal is the former Chairperson and MD of Corporation Bank, former Executive Director of Punjab National Bank and former Field General Manager of Dena Bank. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of 2021 AGM. He was on the board of GMR Varalakshmi Foundation (CSR arm of GMR group) from June 2018 to May 2023. Therefore, his overall association with the group will exceed ten years during the proposed tenure. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundSadhu Ram Bansal, 69, is the former Chairperson and MD of Corporation Bank, former Executive Director of Punjab National Bank and former Field General Manager of Dena Bank. He has over 34 years of experience in banking, finance and infrastructure finance. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of 2021 AGM. He has attended all four board meetings held in FY24. Further he was on the board of GMR Varalakshmi Foundation (CSR arm of GMR group) from June 2018 to May 2023. Therefore, his overall association with the group will exceed ten years during the proposed tenure. Hence, we are unable to support his reappointment as Independent Director. The board must consider appointing him as a Non-Executive Non-Independent Director
  • LIC Mutual FundTechnical Non-Compliant with law - Prior shareholders approval not obtained for re-appointment. Governance Concern: Proposed term would lead to Prolonged Association of more than 10 years with the group.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundPrior Approval not sought for re-appointment. Proposed term would lead to prolonged association.

  5 for14 against
• Re-appointment of Mr. Suresh Lilaram Narang (DIN: 08734030) as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years w.e.f. the conclusion of the 28th Annual General Meeting of the Company or up to the conclusion of the 33rd Annual General Meeting of the Company.MoreLess

  19 for0 against
• Re-appointment of Ms. Bijal Tushar Ajinkya (DIN: 01976832) as a Director of the Company in the category of an Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years w.e.f. September 09, 2024 or up to the conclusion of the 33rd Annual General Meeting of the Company.MoreLess

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundMs. Bijal Tushar Ajinkya, 48, is Partner at Khaitan & Co. in the Direct Tax, Private Client, and Investment Funds Practice Group in Mumbai. She has over 20 years of experience in areas of international tax, structuring of inbound and outbound investments, M&A tax negotiations etc. She has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of the 2021 AGM. She has attended three out of four (75%) board meetings held in FY24. As per public sources, we note that Khaitan & Co had advised GMR Hyderabad International Airport Limited, a group company for raising 300.0 million USD from the overseas bond market for the expansion of Rajiv Gandhi International Airport in 2019. The company should clarify if it still has any business relationship with Khaitan & Co. Given the potential conflict of interest, we do not support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundTechnical Non-Compliant with law - Prior shareholders’ approval not obtained for re-appointment.
  • Invesco Mutual FundMs. Bijal Tushar Ajinkya, 48, is Partner at Khaitan & Co. in the Direct Tax, Private Client, and Investment Funds Practice Group in Mumbai. She has over 20 years of experience in areas of international tax, structuring of inbound and outbound investments, M&A tax negotiations etc. She has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of the 2021 AGM. She has attended three out of four (75%) board meetings held in FY24. As per public sources, we note that Khaitan & Co had advised GMR Hyderabad International Airport Limited, a group company for raising 300.0 million USD from the overseas bond market for the expansion of Rajiv Gandhi International Airport in 2019. The company should clarify if it still has any business relationship with Khaitan & Co. Given the potential conflict of interest, we do not support the resolution
  • LIC Mutual FundTechnical Non-Compliant with law - Prior shareholders approval not obtained for re-appointment.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundPrior Approval not sought for re-appointment.

  6 for13 against
• Reappoint Amarthaluru Subba Rao (DIN: 00082313) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier

  2 for0 against
• Reappoint Dr. Emandi Sankara Rao (DIN: 05184747) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier

  2 for0 against
• Reappoint Dr. Mundayat Ramachandran (DIN: 01573258) as Independent Director for five years from 9 September 2024 or till the conclusion of 2029 AGM, whichever is earlier and approve his continuation on the board post attaining 75 years of ageMoreLess

  ›Against DSP Mutual Fund

  • DSP Mutual FundDr. Mundayat Ramachandran, 74, is a retired IAS officer. He has served as the Secretary to Government of India, Ministry of Urban Development and as Chief Secretary of Government of Uttarakhand. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of the 2021 AGM. He has attended all four board meetings held in FY24. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – therefore, his continuation as Independent Director also requires shareholder ratification. We do not consider age to be a criterion for board appointments.He has been on the board of GMR Kishangarh Udaipur Ahmedabad Expressways Limited since 23 July 2012, a group company, which was amalgamated with GMR Highways Limited from 31 March 2018, and GMR Kamalanga Energy Limited since 31 August 2016. His overall association with the group exceeds ten years. Therefore, we are unable to support his reappointment as Independent Director. The board must consider appointing him as a Non-Executive Non-Independent Director. We do not support the resolution.

  1 for1 against
• Reappoint G. M. Rao (DIN: 00574243) as Non-Executive Non-Independent Director, liable to retire by rotation

  2 for0 against
• Reappoint Grandhi Kiran Kumar (DIN: 00061669) as Managing Director & CEO for three years from 28 July 2024 and fix his remuneration as minimum remuneration

  ›Against DSP Mutual Fund

  • DSP Mutual FundGrandhi Kiran Kumar, 48, is currently the Managing Director and Chief Executive Officer of the company. He has been on the board of the company since 1999. In FY23, He was paid an aggregate remuneration of Rs. 69.7 mn from GMR Airports Infrastructure Limited and GMR Airports Limited (which has now been amalgamated into GMR Airports Infrastructure Limited).The company states that they have undertaken a benchmarking exercise, based on which the company proposes to revise his remuneration. We estimate Grandhi Kiran Kumar's remuneration for FY25 at Rs. 71.5 mn comprising variable pay capped at Rs. 21.5 mn which is low at 28% of overall remuneration. Considering the company's financial losses over the years and negative networth, we believe that the variable pay should constitute more than 50% of the overall remuneration and be directly linked to company performance, with clearly defined performance metrics. Further, he is entitled to a fixed increase of 10% on his pay, year on year, regardless of company performance. The notice also states that the remuneration to be paid will be in addition to remuneration drawn from any other company – therefore, it is unclear if he will draw remuneration from any other company during the tenure. Given these reasons, while we support his reappointment as MD and CEO, we do not support the remuneration structure. Therefore, we are unable to support the resolution.

  1 for1 against
• Reappoint Ms. Bijal Tushar Ajinkya (DIN: 01976832) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier

  ›Against DSP Mutual Fund

  • DSP Mutual FundMs. Bijal Tushar Ajinkya, 48, is Partner at Khaitan & Co. in the Direct Tax, Private Client, and Investment Funds Practice Group in Mumbai. She has over 20 years of experience in areas of international tax, structuring of inbound and outbound investments, M&A tax negotiations etc. She has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of the 2021 AGM. She has attended three out of four (75%) board meetings held in FY24.As per public sources, we note that Khaitan & Co had advised GMR Hyderabad International Airport Limited, a group company for raising 300.0 million USD from the overseas bond market for the expansion of Rajiv Gandhi International Airport in 2019. The company should clarify if it still has any business relationship with Khaitan & Co. Given the potential conflict of interest, we do not support the resolution.

  1 for1 against
• Reappoint Sadhu Ram Bansal (DIN: 06471984) as Independent Director from 9 September 2024 for five years or till the conclusion of 2029 AGM, whichever is earlier

  ›Against DSP Mutual Fund

  • DSP Mutual FundSadhu Ram Bansal, 69, is the former Chairperson and MD of Corporation Bank, former Executive Director of Punjab National Bank and former Field General Manager of Dena Bank. He has over 34 years of experience in banking, finance and infrastructure finance. He has been an Independent Director on the board of GMR Airports Infrastructure Ltd (formerly GMR Infrastructure Ltd) since the conclusion of 2021 AGM. He has attended all four board meetings held in FY24. Further he was on the board of GMR Varalakshmi Foundation (CSR arm of GMR group) from June 2018 to May 2023.Therefore, his overall association with the group will exceed ten years during the proposed tenure. Hence, we are unable to support his reappointment as Independent Director. The board must consider appointing him as a Non-Executive Non-Independent Director.

  1 for1 against
• Reappoint Suresh Lilaram Narang (DIN: 08734030) as Independent Director from the conclusion of 2024 AGM for five years or till the conclusion of 2029 AGM, whichever is earlier

  2 for0 against
• Reappoint Walker Chandiok & Co LLP as statutory auditors for five years from the conclusion of the 2024 AGM and authorize the board to fix their remuneration

  2 for0 against
• To appoint a Director in place of Mr. G. M. Rao (DIN: 00574243), who retires by rotation and being eligible, offers himself for re- appointment.

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundNon-Compliant with Regulation 17(1A) of LODR: Approval not sought via special resolution for NED above 75 years. Holding Two full time positions. Governance concern: Chairman related to Managing Director.
  • PPFAS Mutual FundOrdinary resolution for NED above 75 years age. Holds two full-time positions. Chairman related to Managing Director.

  10 for9 against
• To approve, Alteration of Object Clause and Adoption of New Set of the Memorandum of Association of the Company

  1 for0 against
• To approve, Appointment of Mr. Alexandre Guillaume Roger Ziegler (DIN: 09382849) as an Independent Director.

  1 for0 against
• To approve, Appointment of Mr. Alexis Benjamin Riols (DIN: 10497928) as an Executive Director of the Company.

  1 for0 against
• To approve, Appointment of Mr. Alexis Benjamin Riols (DIN: 10497928) as Director of the Company.

  1 for0 against
• To approve, Appointment of Mr. Anil Chaudhry (DIN: 03213517) as an Independent Director.

  1 for0 against
• To approve, Appointment of Mr. Augustin de Romanet de Beaune (DIN: 08883005) as a Non-Executive Non-Independent Director of the Company.

  1 for0 against
• To approve, Appointment of Mr. Indana Prabhakara Rao (DIN: 03482239), as Director of the Company.

  1 for0 against
• To approve,Appointment of Mr. Indana Prabhakara Rao (DIN: 03482239), as Whole Time Director of the Company designated as “Deputy Managing Director”

  1 for0 against
• To approve, Appointment of Mr. Philippe Pascal (DIN: 08903236) as a Non-Executive Non-Independent Director of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundUncertain time commitment of director to the Board as evidenced by appointment of Alternate director on the same day of appointment of director.

  0 for1 against
• To approve, Re-appointment of Dr. Emandi Sankara Rao (DIN: 05184747) as an Independent Director.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundPrior shareholders’ approval not obtained for re-appointment.

  0 for1 against
• To approve, Re-appointment of Dr. Mundayat Ramachandran (DIN: 01573258) as an Independent Director.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundPrior shareholders’ approval not obtained for re-appointment. Prolonged Association of more than 10 years with the group

  0 for1 against
• To approve, Re-appointment of Mr. Amarthaluru Subba Rao (DIN: 00082313) as an Independent Director.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundPrior shareholders’ approval not obtained for re-appointment.

  0 for1 against
• To approve, Re-appointment of Mr. G. M. Rao (DIN: 00574243), as a director.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundApproval not sought via special resolution for NED above 75 years. Holding Two full time positions. Chairman related to Managing Director.

  0 for1 against
• To approve, Re-appointment of Mr. Grandhi Kiran Kumar (DIN: 00061669) as Managing Director of the Company designated as “Managing Director & CEO”

  1 for0 against
• To approve, Re-appointment of Mr. Sadhu Ram Bansal (DIN:06471984) as an Independent Director.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundPrior shareholders’ approval not obtained for re-appointment. Proposed term would lead to Prolonged Association of more than 10 years with the group.

  0 for1 against
• To approve, Re-appointment of Mr. Suresh Lilaram Narang (DIN: 08734030) as an Independent Director.

  1 for0 against
• To approve, Re-appointment of Ms. Bijal Tushar Ajinkya (DIN: 01976832) as an Independent Director.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundPrior shareholders’ approval not obtained for re-appointment.

  0 for1 against
• To consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2024, and the Reports of the Board of Directors and Auditors thereon.MoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundUnqualified Financial statements except certain non-material remarks in CARO Report. Compliant with Indian Accounting Standards. Governance Concern: High Contingent liabilities & Negative net worth on Consolidated basis; Shareholders may seek clarification from the Company and vote accordingly.

  19 for1 against
• To re-appoint M/s Walker Chandiok and Co LLP, Chartered Accountants (Firm registration no. 001076N/N500013) as Statutory Auditors of the Company to hold office for a further term of 5 (five) consecutive years, from the conclusion of this 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting (to be held in calendar year 2029), on such remuneration.MoreLess

  19 for0 against
• To re-appoint M/s Walker Chandiok & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company and to fix their remuneration

  1 for0 against

Mutual fund votes, meeting of 2 Dec 2023, 18 fund houses

• 1) Approve scheme of arrangement for amalgamation of GMR Airports Ltd (GAL) with GMR Infra Developers Ltd (GIDL) and subsequent amalgamation of GIDL into GMR Airports Infrastructure Ltd (GIL).

  ›Against SBI Mutual Fund

  • SBI Mutual FundUnder the scheme, GAL, a 55% subsidiary of GIL will get amalgamated with GIDL, a wholly owned subsidiary. Subsequently, GIDL will get amalgamated GIL (the listed entity) and will be renamed GMR Airports Ltd. As a result of this scheme, Aeroports de Paris (ADP) will receive equity shares and Optionally Convertible Redeemable Preference Shares (OCRPS) in GIL. On a fully converted basis ADP will hold 43.5% stake in GIL (excluding dilution on conversion of FCCBs earlier issued to ADP) and be classified as a promoter. The valuation broadly seems fair and we recognize that the merger will result in streamlining the structure and lead to the expansion and long-term sustainable growth of each company’s business. However, the scheme also envisages adoption of a new set of Articles of Association (AoA) which allows the GMR group and ADP Group to nominate five non-independent and nominate/recommend five independent directors each, so long as they each hold 10% stake in the company. We do not favor board nomination rights that are disproportionate to the investor’s shareholding in the company. Also, we believe that this article restricts the power of the NRC in the selection of Directors to the board. The AoA also requires the presence/consent of one nominee director from each promoter group in case of reserved matters to be considered at board and shareholder meetings. We do not support quorum related rights to promoters. While we support the scheme of arrangement, we are unable to support the resolution because of the inclusion of certain special rights in the AoA forming a part of the scheme.

  0 for1 against
• Approve scheme of arrangement for amalgamation of GMR Airports Ltd (GAL) with GMR Infra Developers Ltd (GIDL) and subsequent amalgamation of GIDL into GMR Airports Infrastructure Ltd (GIL)

  1 for0 against
• Composite Scheme of Amalgamation and Arrangement among GMR Airports Limited (Transferor Company 1) and GMR Infra Developers Limited (Transferor Company 2) and GMR Airports Infrastructure Limited (Transferee Company) and their respective shareholders and creditors (Scheme).MoreLess

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundUnder the scheme, GAL, a 55% subsidiary of GIL will get amalgamated with GIDL, a wholly owned subsidiary. Subsequently, GIDL will get amalgamated GIL (the listed entity) and will be renamed GMR Airports Ltd. As a result of this scheme, Aeroports de Paris (ADP) will receive equity shares and Optionally Convertible Redeemable Preference Shares (OCRPS) in GIL. On a fully converted basis ADP will hold 43.5% stake in GIL (excluding dilution on conversion of FCCBs earlier issued to ADP) and be classified as a promoter. The valuation broadly seems fair and we recognize that the merger will result in streamlining the structure and lead to the expansion and long-term sustainable growth of each company’s business. However, the scheme also envisages adoption of a new set of Articles of Association (AoA) which allows the GMR group and ADP Group to nominate five non-independent and nominate/recommend five independent directors each, so long as they each hold 10% stake in the company. We do not favor board nomination rights that are disproportionate to the investor’s shareholding in the company. Also, we believe that this article restricts the power of the NRC in the selection of Directors to the board. The AoA also requires the presence/consent of one nominee director from each promoter group in case of reserved matters to be considered at board and shareholder meetings. We do not support quorum related rights to promoters. While we support the scheme of arrangement, we are unable to support the resolution because of the inclusion of certain special rights in the AoA forming a part of the scheme.
  • HDFC Mutual FundThe articles gives disproportionate rights to GMR Group and ADP Group
  • Invesco Mutual FundUnder the scheme, GAL, a 55% subsidiary of GIL will get amalgamated with GIDL, a wholly owned subsidiary. Subsequently, GIDL will get amalgamated GIL (the listed entity) and will be renamed as GMR Airports Ltd. As a result of this scheme, Aeroports de Paris (ADP) will receive equity shares and Optionally Convertible Redeemable Preference Shares (OCRPS) in GIL. On a fully converted basis ADP will hold 43.5% stake in GIL (excluding dilution on conversion of FCCBs earlier issued to ADP) and be classified as a promoter. The valuation broadly seems fair and we recognize that the merger will result in streamlining the structure and lead to the expansion and long-term sustainable growth of each company’s business. However, the scheme also envisages adoption of a new set of Articles of Association (AoA) which allows the GMR group and ADP Group to nominate five non-independent and five independent directors each, so long as they each hold 10% stake in the company. We do not favor board nomination rights that are disproportionate to the investor’s shareholding in the company. Also, we believe that this article restricts the power of the NRC in the selection of Independent Directors to the board. The AoA also requires the presence/consent of one nominee director from each promoter group in case of reserved matters to be considered at board and shareholder meetings. We do not support quorum related rights to promoters. The AoA also provides for affirmative voting rights and dictates the way in which the promoter groups must vote to exercise the special rights provided to them. While we support the scheme of arrangement, we are unable to support the resolution because of the inclusion of certain special rights in the AoA forming a part of the scheme.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundIncluded certain special rights in the AoA which was forming a part of the scheme.

  10 for5 against
• To approve, Scheme of Amalgamation and Arrangement amongst GMR Airports Limited and GMR Infra Developers Limited and GMR Airports Infrastructure Limited (Formerly GMR Infrastructure Limited) and their respective shareholders and creditors ('Scheme').MoreLess

  1 for0 against

Mutual fund votes, meeting of 18 Sep 2023, 11 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 Srinivas Bommidala (DIN: 00061464) as Director, liable to retire by rotation.

  1 for0 against
• 3) Reappoint G.B.S. Raju (DIN:00061686) as Director, liable to retire by rotation.

  1 for0 against
• 4) Reappoint G. M. Rao (DIN: 00574243) as Non-Executive Non-Independent Director, liable to retire by rotation and approve his continuation after attaining 75 years of age on 1 July 2024.

  1 for0 against
• 5) Approve issuance of equity or equity-linked securities up to Rs. 50.0 bn.

  1 for0 against
• Adoption of financial statements for the year ended 31 March 2023

  2 for0 against
• Approval for raising of funds through issuance of equity shares and/or other eligible securities through Qualified Institutions Placement and/or Foreign Currency Convertible Bonds shall not exceed Rs. 5,000 crores only.MoreLess

  7 for0 against
• Approve issuance of equity or equity-linked securities up to Rs. 50.0 bn

  2 for0 against
• Reappoint G.B.S. Raju (DIN:00061686) as Non-Executive Non-Independent Director, liable to retire by rotation

  2 for0 against
• Reappoint G. M. Rao (DIN: 00574243) as Non-Executive Non-Independent Director, liable to retire by rotation and approve his continuation after attaining 75 years of age on 1 July 2024

  2 for0 against
• Reappoint Srinivas Bommidala (DIN: 00061464) as Non-Executive Non-Independent Director, liable to retire by rotation

  2 for0 against
• To appoint a Director in place of Mr. G.B.S. Raju (DIN: 00061686), who retires by rotation and being eligible, offers himself for reappointment.

  8 for0 against
• To appoint a Director in place of Mr. Srinivas Bommidala (DIN: 00061464), who retires by rotation and being eligible, offers himself for re- appointment.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: 2 Full time positions in unrelated businesses.

  7 for1 against
• To approve, raising of funds through issuance of equity shares and/or other eligible securities through Qualified Institutions Placement and/or Foreign Currency Convertible Bonds.

  1 for0 against
• To approve the continuation of Directorship of Mr. G.M. Rao (DIN: 00574243), as a Non-Executive Non Independent Director of the Company liable to retire by rotation, post attaining the age of 75 years.MoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with Law. Governance Concern: Chairperson related to Managing Director.

  6 for1 against
• To approve the continuation of Directorship of Mr. G.M. Rao with the Company, post attaining the age of 75 years.

  1 for0 against
• To consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2023, and the Reports of the Board of Directors and Auditors thereon.MoreLess

  8 for0 against