G R Infraprojects MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 19 Sep 2025, 13 fund houses

• To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March 2025, together with the Report of Auditors and Board of Directors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2025, together with the Report of Auditors thereon.MoreLess

  13 for0 against
• To confirm payment of Interim Dividend of Rs. 12.50 per Equity Share of the face value of Rs. 5 each as the final dividend for the Financial Year 2024-25.

  13 for0 against
• To appoint a director in place of Mr. Vikas Agarwal (DIN: 03113689), who retires by rotation and being eligible, offers himself for reappointment.

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

  • Invesco Mutual FundVikas Agarwal, 44, is part of the promoter group and Executive Director, responsible for the functioning of running projects and for digital transformation initiatives. He has been associated with the company since 1 April 2021. He has attended five out of seven (71%) board meetings in FY25 and 13 out of 19 (68%) board meetings over three years. We expect directors to attend all board meetings. We have a threshold of minimum 75% attendance over a three-year period. Given his low attendance, we are unable to support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the candidate

  10 for3 against
• Ratification of Remuneration payable to Cost Auditors for the Financial Year 2025-26.

  13 for0 against
• Appointment of M/s. Ronak Jhuthawat & Co., Practicing Company Secretaries, as Secretarial Auditors and to fix their remuneration.

  13 for0 against
• Re-appointment of Mr. Vikas Agarwal (DIN: 03113689) as a Wholetime Director of the Company.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance concern: No absolute cap on variable pay or total proposed remuneration; Board Discretion.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay or total proposed remuneration; Board Discretion.
  • Invesco Mutual FundVikas Agarwal, 44, is part of the promoter group and Executive Director, responsible for the functioning of running projects and for digital transformation initiatives. He has been associated with the company since 1 April 2021. He received Rs. 36.0 mn in FY25. We estimate his FY26 remuneration at Rs. 51.9 mn (excluding commission). His commission is uncapped, at upto 3% of net profits of the company. There is no cap on the quantum of commission or clarity regarding the performance metrics which determine his commission. We expect the company to cap the remuneration in absolute terms. Further, his remuneration structure contains reimbursement of medical expenses for self and family, which we do not favour. We believe these expenses are personal in nature and should be borne by the directors themselves. Given the low attendance, uncapped commission and inclusion of personal expenses in the remuneration, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  6 for7 against
• Re-appointment of Mr. Rajendra Kumar Jain (DIN: 00144095) as an Independent Director of the Company for the second term of five consecutive years

  13 for0 against
• To alter object clause of the Memorandum of Association.

  13 for0 against

Mutual fund votes, meeting of 10 Sep 2024, 12 fund houses

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

  12 for0 against
• To appoint a Director in place of Mr. Ajendra Kumar Agarwal (DIN: 01147897), who retires by rotation and being eligible, offers himself for re - appointment.

  12 for0 against
• Ratification of Remuneration payable to Cost Auditors for the Financial Year 2024-25.

  12 for0 against
• Re-appointment of Mrs. Kalpana Gupta (DIN: 03554334) as an Independent Director of the Company for the second term of five consecutive years.

  12 for0 against

Mutual fund votes, meeting of 26 Sep 2023, 8 fund houses

• To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2023 together with the Report of Auditors and Directors thereonMoreLess

  8 for0 against
• To appoint a Director in place of Mr. Vinod Kumar Agarwal (DIN: 00182893) who retires by rotation and being eligible, offers himself for reappointment.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. No concern identified with profile, time commitment and attendance performance of the appointee. Governance Concern: Executive Chairman, No absolute cap on variable pay & Board Discretion

  7 for1 against
• Ratification of Remuneration of Cost Auditors for the Financial Year 2023-24

  8 for0 against
• Re-appointment of Mr. Vinod Kumar Agarwal as a Chairman & Wholetime Director (DIN: 00182893)

  ›Against HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Motilal Oswal Mutual FundCompliant with law. No concern identified with profile, time commitment and attendance performance of the appointee. Governance Concern: Executive Chairman, No absolute cap on variable pay & Board Discretion
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundVinod Kumar Agarwal, 64, is the Executive Chairperson of the company. He has been on the board since December 1995. Vinod Agarwal was paid Rs. 77.9 mn in FY23 which was 309.9X the median employee remuneration. We estimate his FY24 remuneration at Rs. 140.9 mn. Although we support his reappointment, we are not able to support his remuneration. We note that Vinod Kumar Agarwal’s remuneration reduced by about 50% over FY22 levels despite an improved company performance – it is unclear if the lower levels of remuneration are going to be sustained over the proposed term. In the four preceding years (FY19 to FY22), Vinod Agarwal’s remuneration has ranged between Rs. 154.5 mn to Rs. 399.7 mn which is high in absolute amounts. We recognise that a large component of his remuneration is profit linked commission. However, he shall be eligible for upto 5% of standalone profits as commission and upto 10% of standalone profits for both promoters (See resolution #5) and there is no absolute cap on the remuneration. Therefore, we believe as profitability increases his remuneration can increase over his tenure.

  4 for4 against
• Re-appointment of Mr. Ajendra Kumar Agarwal as a Managing Director (DIN: 01147897)

  ›Against HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Motilal Oswal Mutual FundCompliant with law. No concern identified with profile, time commitment and attendance performance of the appointee. Governance Concern: No absolute cap on variable pay & Board Discretion
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Sundaram Mutual FundAjendra Kumar Agarwal, 64, is the Promoter and Managing Director of the company. He has been on the board since September 2006. Ajendra Agarwal was paid Rs. 79.2 mn in FY23 which was 319.2X the median employee remuneration. We estimate his FY24 remuneration at Rs. 140.9 mn. Although we support his reappointment, we are not able to support his remuneration. We note that Ajendra Kumar Agarwal’s remuneration reduced by about 50% over FY22 levels despite an improved company performance – it is unclear if the lower levels of remuneration are going to be sustained over the proposed term. In the four preceding years (FY19 to FY22), Ajendra Agarwal’s remuneration has ranged between Rs. 150.0 mn to Rs. 399.7 mn which is high in absolute amounts. We recognise that a large component of his remuneration is profit linked commission. However, he shall be eligible for upto 5% of standalone profits as commission and upto 10% of standalone profits for both promoters (See resolution #4) and there is no absolute cap on the remuneration. Therefore, we believe as profitability increases his remuneration can increase over his tenure.

  4 for4 against
• To consider alteration in Articles of Association of the Company

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundNon-Compliant: Proposed alteration in AOA not in compliance with SEBI Regulations
  • Nippon India Mutual FundProvision for appointment of directors nominated by any financial institutions or any Government, or any other person

  6 for2 against

Mutual fund votes, meeting of 25 Aug 2022, 10 fund houses

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

• To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2022 together with the Report of Auditors and Directors thereon.MoreLess

  10 for0 against
• To appoint a Director in place of Mr. Ramesh Chandra Jain (DIN: 09069250) who retires by rotation and being eligible, offers himself for reappointment.

  10 for0 against
• To appoint a Director in place of Mr. Vikas Agarwal (DIN: 03113689) who retires by rotation and being eligible, offers himself for reappointment.

  10 for0 against
• Ratification of Remuneration of Cost Auditors for the Financial Year 2022-23.

  9 for0 against
• Appointment of Mr. Rajan Malhotra (DIN 09613669) as an Independent Director of the Company.

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundRajan Malhotra, 66, has over 42 years of experience in the engineering and construction industry. He has worked with L&T for over 40 years in various capacities in India and overseas. He has headed Larsen &Toubro’s construction business for Northern India. We do not support the resolution since, based on the recent amendments to SEBI LODR effective 1 January 2022 and clarification issued by the National Stock Exchange of India (NSE), we believe that a special resolution should have been presented to shareholders for his appointment

  9 for1 against
• Approval of proposed Related Party Transaction(s) with Bharat Highways InvIT

  ›Against Franklin Templeton Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given: • The company has not provided sufficient information to assess the fairness of the transaction. • The nature of transactions has been left open-ended and include non-routine items.
  • Invesco Mutual FundOur view on resolution #6 is linked to our view on resolution #7
  • Nippon India Mutual FundInadequate disclosure

  6 for3 against
• Approval for selling or disposing of assets/ undertaking(s) of the Company

  ›Against Franklin Templeton Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the resolution is warranted as the company has not provided sufficient information to assess the fairness of the transaction.
  • Invesco Mutual FundThe company seeks shareholder approval to sell/transfer its entire stake in seven SPVs (which are wholly owned subsidiaries) to Bharat Highways InvIT, sponsored by the company, through an enabling resolution. The InvIT was granted registration by SEBI on 3 August 2022. As stated by the company, it wants to sell its entire stake in the identified SPVs to free up cash for future business and utilize the proceeds to bid for new projects However, the company has not provided any disclosures on the valuation of the transaction and other sale terms. Although the transaction will free up capital for redeployment into new projects, we do not support blanket approvals for sale of assets: the company must seek approval from shareholders with granular details when terms of the sale are finalized. Due to lack of adequate disclosures, we are unable to support the resolution
  • Nippon India Mutual FundInadequate disclosure

  4 for3 against

Mutual fund votes, meeting of 27 Sep 2021, 11 fund houses

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

• To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2021 together nwith the Report of Auditors and Directors thereon.MoreLess

  10 for0 against
• To appoint a Director in place of Mr. Vinod Kumar Agarwal (DIN: 00182893) who retires by rotation and being eligible, offers himself for reappointment.

  11 for0 against
• To appoint a Director in place of Mr. Ajendra Kumar Agarwal (DIN: 01147897) who retires by rotation and being eligible, offers himself for reappointment.

  11 for0 against
• To appoint S R B C & CO LLP as Statutory Auditors of the Company and to fix their remuneration.

  11 for0 against
• Ratification of Remuneration of Cost Auditor of the Company for Financial Year 2020-21.

  10 for0 against
• Ratification of Remuneration of Cost Auditor of the Company for Financial Year 2021-22.

  10 for0 against
• Appointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent Director of the Company.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundShareholder's approval not obtained on time for reappointment of director

  9 for1 against

  1 abstained

• To approve G R lnfraprojects Limited Employees Stock Option Scheme - 2021.

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, SBI Mutual FundG R Infraprojects Limited seeks to approve the ESOS 2021 scheme. Under the scheme, up to 966,890 equity shares (ESOPs) will be issued. The vesting period can range from one year to a maximum of four years. The exercise price has not been disclosed and will be at the discretion of the Nomination and Remuneration Committee. Vesting may be performance based; however, performance metrics have not been disclosed. We do not favour ESOP schemes where there is no clarity on the exercise price or the exercise price can be at a significant discount to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because the Scheme permits stock options to be issued with an exercise price at a discount to the current market price.
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Kotak Mahindra Mutual FundNot compliant with SEBI regulation. Exercise price or pricing formulae not disclosed.
  • Nippon India Mutual FundInsufficient Information

  3 for8 against