Hindustan Zinc MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 20 Dec 2025, 33 fund houses

• To consider and approve the appointment of Mr. Thomas Mathew T (DIN: 00130282) as a Non-Executive Independent Director of the Company

  33 for0 against
• To consider and approve the appointment of Mr. Ashim Kumar Modi (DIN: 11342680), as a Government Nominee Director (Non-Executive) on the Board of the Company.

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Old Bridge Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundAppointment is compliant with law. No concern on the merit of proposed appointee. Governance concern: Board is non-compliant with the requirement of requisite number of Independent Directors. IiAS view is also AGAINST.
  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance concern: Board is non-compliant with the requirement of requisite number of Independent Directors.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundAppointment is compliant with law. No concern on the merit of proposed appointee. Governance concern: Board is non-compliant with the requirement of requisite number of Independent Directors.
  • Baroda BNP Paribas Mutual FundThe proposal of nominee director by government is in line with board structure. No concern on the merit of proposed appointee. With the government stake, the company is under the oversight of relevant ministry as well as CAG. However, as the board is non-compliant with adequate number of IDs, we vote against the proposal.
  • DSP Mutual FundAshim Kumar Modi, 49, is and Indian Revenue Service (IRS) Officer and is currently Joint Secretary & Financial Advisor in the Ministry of Coal, with additional charge of Ministry of Mines, and Ministry of Minority Affairs, Government of India. He is also serving as Part-time Official Director on the Board of Coal India Limited (CIL) and SECL. He has worked in various capacities in Income Tax Department in India. He has a B.Tech in Civil Engineering from IIT Delhi. He is liable to retire by rotation. While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, at least 50% of the board must comprise Independent Directors. However, as on 1 December 2025, the proportion of Independent Directors on the board is 33%. This matter is pending with the Ministry of Mines – Government of India for appointment of more Independent Directors. We do not support the resolution.
  • HSBC Mutual FundThe board independence norms are not met, and Ashim Kumar Modi is a non-independent director nominee.
  • Invesco Mutual FundAshim Kumar Modi, 49, is and Indian Revenue Service (IRS) Officer and is currently Joint Secretary & Financial Advisor in the Ministry of Coal, with additional charge of Ministry of Mines, and Ministry of Minority Affairs, Government of India. He is also serving as Part-time Official Director on the Board of Coal India Limited (CIL) and SECL. He has worked in various capacities in Income Tax Department in India. He has a B.Tech in Civil Engineering from IIT Delhi. He is liable to retire by rotation. While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, at least 50% of the board must comprise Independent Directors. However, as on 1 December 2025, the proportion of Independent Directors on the board is 33%. This matter is pending with the Ministry of Mines – Government of India for appointment of more Independent Directors. We expect the government to first address the board composition, before appointing nominees on the board. We do not support the resolution
  • Jio BlackRock Mutual Fund, Old Bridge Mutual Fund, Sundaram Mutual Fund, Unifi Mutual FundAshim Kumar Modi, 49, is and Indian Revenue Service (IRS) Officer and is currently Joint Secretary & Financial Advisor in the Ministry of Coal, with additional charge of Ministry of Mines, and Ministry of Minority Affairs, Government of India. He is also serving as Part-time Official Director on the Board of Coal India Limited (CIL) and SECL. He has worked in various capacities in Income Tax Department in India. He has a B.Tech in Civil Engineering from IIT Delhi. He is liable to retire by rotation. While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, at least 50% of the board must comprise Independent Directors. However, as on 1 December 2025, the proportion of Independent Directors on the board is 33%. This matter is pending with the Ministry of Mines – Government of India for appointment of more Independent Directors. We expect the government to first address the board composition, before appointing nominees on the board. We do not support the resolution.
  • Mirae Asset Mutual FundPassive holding. In line with proxy advice
  • PPFAS Mutual FundNon-compliant board with requisite number of ID’s.
  • UTI Mutual FundWhile Mr. Ashim Kumar's appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation.. We expect the government to first address the board composition, before appointing nominees on the board. We do not support the resolution.
  • WhiteOak Capital Mutual FundAshim Kumar Modi, 49, is and Indian Revenue Service (IRS) Officer. We are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. We do not support the resolution.

  11 for22 against

Mutual fund votes, meeting of 25 Aug 2025, 28 fund houses

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

• To consider, review and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2025, prepared on Standalone and Consolidated basis and the reports of the Auditors thereonMoreLess

  27 for0 against
• To confirm the interim dividend (s) for the financial year ended March 31, 2025

  28 for0 against
• To consider and re-appoint Ms. Priya Agarwal (DIN: 05162177), who retires by rotation and being eligible, seeks re-appointment, as per Article 70 of the Articles of Association of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundThe nominee is not considered independent and the overall board independence falls below our expectation.

  27 for1 against
• To ratify the appointment of M/s S.R. Batliboi & Co. LLP as Statutory Auditors of the Company

  28 for0 against
• To consider and approve the appointment of M/s Sanjay Grover & Associates as Secretarial Auditors of the Company

  28 for0 against
• To consider and ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2026

  6 for0 against
• To consider and approve the re-appointment of Mr. Arun Misra (DIN: 01835605) as the Whole-time Director designated as Chief Executive Officer of the Company with effect from June 01, 2025 to May 31, 2026MoreLess

  ›Against Axis Mutual Fund, Canara Robeco Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual FundArun Misra, 60, is the Whole-time Director and Chief Executive Officer. He was appointed Deputy CEO, HZL on 20 November 2019 and was elevated to CEO & Whole-time Director, Hindustan Zinc Limited from 1 August 2020. He has attended all seven board meetings in FY25 (100%). He has been overseeing the operations and growth of Vedanta Zinc International since June 2022 and he was also appointed as an Executive Director at Vedanta Ltd from 1 August 2023 till 31 May 2025. As per the terms of remuneration at Vedanta he will not draw any remuneration from Vedanta Ltd. He received a remuneration of Rs 135.4 mn in FY25 from Hindustan Zinc Ltd, while the aggregate fair value of stock options from Vedanta Limited was ~Rs. 63.7 mn, taking his overall remuneration to Rs. 199.1 mn in FY25. We estimate his FY26 remuneration at Rs. 314.2 mn. We raise concern that the company does not have a stock option scheme, and the senior management/executives of the company are given stock options by the holding company; Vedanta Ltd. Accordingly, Arun Misra has received stock options from Vedanta Ltd in the past. As stated in the annual report, the cost of the stock options is borne by Hindustan Zinc Ltd as per an agreement between Vedanta Ltd and Hindustan Zinc Ltd. We believe that given that Arun Misra will is an Executive Director in Vedanta Ltd, the cost of stock options should be borne by Vedanta Ltd and Hindustan Zinc in the proportion of the duties discharged rather than by Hindustan Zinc Ltd alone. While we have estimated a number on the proposed stock options from Vedanta, we believe the company must disclose the quantum of stock options proposed to be granted to him. The company must disclose the performance metrics that will be used to determine variable payout. While we support his reappointment as Whole time Director designated as Chief Executive Officer, we do not support the remuneration terms.
  • Invesco Mutual FundArun Misra, 60, is the Whole-time Director and Chief Executive Officer. He was appointed Deputy CEO, HZL on 20 November 2019 and was elevated to CEO & Whole-time Director, Hindustan Zinc Limited from 1 August 2020. He has attended all seven board meetings in FY25 (100%). He has been overseeing the operations and growth of Vedanta Zinc International since June 2022 and he was also appointed as an Executive Director at Vedanta Ltd from 1 August 2023 till 31 May 2025. As per the terms of remuneration at Vedanta he will not draw any remuneration from Vedanta Ltd.He received a remuneration of Rs 135.4 mn in FY25 from Hindustan Zinc Ltd, while the aggregate fair value of stock options from Vedanta Limited was ~Rs. 63.7 mn, taking his overall remuneration to Rs. 199.1 mn in FY25. We estimate his FY26 remuneration at Rs. 314.2 mn. We raise concern that the company does not have a stock option scheme, and the senior management/executives of the company are given stock options by the holding company; Vedanta Ltd. Accordingly, Arun Misra has received stock options from Vedanta Ltd in the past. As stated in the annual report, the cost of the stock options is borne by Hindustan Zinc Ltd as per an agreement between Vedanta Ltd and Hindustan Zinc Ltd. We believe that given that Arun Misra will is an Executive Director in Vedanta Ltd, the cost of stock options should be borne by Vedanta Ltd and Hindustan Zinc in the proportion of the duties discharged rather than by Hindustan Zinc Ltd alone. While we have estimated a number on the proposed stock options from Vedanta, we believe the company must disclose the quantum of stock options proposed to be granted to him. The company must disclose the performance metrics that will be used to determine variable payout. While we support his reappointment as Whole time Director designated as Chief Executive Officer, we do not support the remuneration terms
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the candidate

  22 for6 against
• To consider and approve the appointment of Mr. Anoop Kumar Mittal (DIN: 05177010) as a Non-Executive Independent Director with effect from August 01, 2025

  28 for0 against
• To consider and approve the re-appointment of Ms. Pallavi Joshi Bakhru (DIN: 01526618) as a Non-Executive Independent Director for the second and final term of two (2) years effective from August 10, 2025MoreLess

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundNo concern identified on the merit of proposed re-appointee. Governance Concern: Ex-executive/ Ex-employee in Group Company.
  • Angel One Mutual FundPrior approval of shareholders not sought for reappointment as Independent Director. Governance Concern: Ex-executive/ Ex-employee in Group Company.
  • Axis Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual FundMs. Pallavi Joshi Bakhru, 57, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. She has served on the board as an Independent Director since 10 August 2023. She attended all seven board meetings in FY25 (100%). The company now proposes to reappoint her as an Independent Director for two years from 10 August 2025. We note that she has worked as Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support the appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling-off period of a minimum of five years. In her case, the cooling-off period is less than five years. Further, as per Grant Thornton’s Annual deal tracker of 2023, Grant Thornton has advised Hindustan Zinc Ltd in the Black Mountain Mining deal, thus leading to a potential conflict of interest. We do not support her reappointment as an Independent Director.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern identified on the merit of proposed re-appointee. Non-Compliance: Prior approval of shareholders not sought for re-appointment as ID. Governance Concern: Ex-executive/ Ex-employee in Group Company.
  • Baroda BNP Paribas Mutual FundNo concerns identified on the merit of proposed re-appointee. However, it is a good practice to avoid past employees of the group as an independent director on any of group companies. This poses a risk of bias.
  • HSBC Mutual FundWe are voting against this Nomination Committee Chair as we have concerns about insufficient gender diversity of the board. We have concerns about insufficient independence on the Audit, Remuneration, and Nomination committees. We have concerns about the lack of independence of the Remuneration and Nomination Committees' Chair. Pallavi Joshi Bakhru is re-classified as non-independent on account of her being former employee of the promoter entity and not serving sufficient cooling off period.
  • Invesco Mutual FundMs. Pallavi Joshi Bakhru, 57, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. She has served on the board as an Independent Director since 10 August 2023. She attended all seven board meetings in FY25 (100%). The company now proposes to reappoint her as an Independent Director for two years from 10 August 2025.We note that she has worked as Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support the appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling-off period of a minimum of five years. In her case, the cooling-off period is less than five years. Further, as per Grant Thornton’s Annual deal tracker of 2023, Grant Thornton has advised Hindustan Zinc Ltd in the Black Mountain Mining deal, thus leading to a potential conflict of interest. We do not support her reappointment as an Independent Director
  • Kotak Mahindra Mutual FundMs. Pallavi Joshi Bakhru, 57, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. She has served on the board as an Independent Director since 10 August 2023. She attended all seven board meetings in FY25 (100%). The company now proposes to reappoint her as an Independent Director for two years from 10 August 2025. Her first term as ID ended on 10th August, 2025. The company should have taken approval for re-appointment before the term ended. The Guidance Note on Independent Directors issued by the Institute of Companies Secretaries of India (ICSI) states that if shareholders approval by special resolution for re-appointment for second term is not taken as on the last date of the first term, then such Independent Director cannot be re-appointed by Board as an Additional Director for second term, as he does not possess the eligibility to get reappointed for second term and hence, he ceases to be a director at the end of his first term. Basis the above rule, we do not support the resolution.
  • LIC Mutual FundGovernance Concern: Ex-executive/ Ex-employee in Group Company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon-Compliance: Prior approval of shareholders not sought for re-appointment as ID. Governance Concern: Ex-executive/ Ex-employee in Group Company.
  • PPFAS Mutual FundNo prior shareholder approval for re appointment; Ex-employee of the Holding Company
  • UTI Mutual FundMs. Pallavi Joshi Bakhru leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. Previously, she was Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling off period of minimum five years.
  • WhiteOak Capital Mutual FundMs. Pallavi Joshi Bakhru, 57, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. We note that she has worked as Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support Ms. Pallavi Joshi Bakhru’s reappointment due to insufficient cooling-off period from Vedanta and potential conflict of interest arising from Grant Thornton’s advisory role. We do not support the resolution.

  7 for21 against
• To consider and approve the appointment of Mr. Ashish Chatterjee (DIN: 07688473), as a Non-Executive Nominee Director on the Board of the Company

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundAppointment is compliant with law. No concern on the merits of proposed appointee. Governance concern: Board is non-compliant with the requirement of requisite number of Independent Directors.
  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance concern: Board is non-compliant with the requirement of requisite number of Independent Directors.
  • Axis Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual FundAshish Chatterjee, 52, is an Indian Administrative Service Officer (IAS) from the 1999 batch in the Tamil Nadu cadre. Currently he is the Additional Secretary & Financial Advisor in the Ministry of Steel, Government of India. He has over 25 years of administrative experience across state and central government roles. He has served as the District Collector of Viluppuram, Kanchipuram, and Tiruvallur districts in Tamil Nadu. The company proposes to appoint him as a Non-Executive Non-Independent Nominee Director from 25 July 2025. He will be liable to retire by rotation. He represents the Government of India’s 27.92% equity stake (as on 30 June 2025). While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, atleast 50% of the board must comprise of Independent Directors. However, as on 8 August 2025, the company has 33% independence on the board. This matter is pending with the Ministry of Mines – Government of India for appointment of more Independent Directors. We expect the government to first address the board composition, before appointing nominees on the board. We do not support this resolution.
  • HSBC Mutual FundThe nominee is not considered independent and the overall board independence falls below our expectation. We have concerns about insufficient independence on the Audit committee.
  • Invesco Mutual FundAshish Chatterjee, 52, is an Indian Administrative Service Officer (IAS) from the 1999 batch in the Tamil Nadu cadre. Currently he is the Additional Secretary & Financial Advisor in the Ministry of Steel, Government of India. He has over 25 years of administrative experience across state and central government roles. He has served as the District Collector of Viluppuram, Kanchipuram, and Tiruvallur districts in Tamil Nadu. The company proposes to appoint him as a Non-Executive Non-Independent Nominee Director from 25 July 2025. He will be liable to retire by rotation. He represents the Government of India’s 27.92% equity stake (as on 30 June 2025).While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, atleast 50% of the board must comprise of Independent Directors. However, as on 8 August 2025, the company has 33% independence on the board. This matter is pending with the Ministry of Mines – Government of India for appointment of more Independent Directors. We expect the government to first address the board composition, before appointing nominees on the board. We do not support this resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundNon-compliant board with requisite number of IDs
  • UTI Mutual FundAshish Chatterjee, 52, is an Indian Administrative Service Officer (IAS) from the 1999 batch in the Tamil Nadu cadre. Currently he is the Additional Secretary & Financial Advisor in the Ministry of Steel, Government of India. While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, atleast 50% of the board must comprise of Independent Directors. However, as on 8 August 2025, the company has 33% independence on the board.

  10 for18 against

Mutual fund votes, meeting of 19 Jan 2025, 19 fund houses

• Appointment of Mr. Dinesh Mahur (DIN: 10862645), as Government Nominee Director on the Board of the Company

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual FundDinesh Mahur, 54, is Joint Secretary in the Ministry of Mines, Government of India. He is an officer of the Indian Telecom Service (ITS) in the Government of India. He has worked in various capacities in several organizations in India and abroad including Core Government, Government Undertakings, and Government’s investment in private telecom operators (in Nepal and Mauritius). He had also served in Ministry of Home Affairs, Government Undertakings & Autonomous Bodies, public undertakings under Department of Telecom, and Prasar Bharati (India’s Public Service Broadcasters). He has an Engineering degree, MA in Social Studies, and a Postgraduate degree in Public Policy and Management. He is liable to retire by rotation. While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, atleast 50% of the board must comprise of Independent Directors. However, as on 26 December 2024, the company has 33% independence on the board. This matter is pending with the Ministry of Mines – Government of India for appointment of more Independent Directors. We expect the government to first address the board composition, before appointing nominees on the board.
  • Bandhan Mutual Fund, Groww Mutual Fund, Zerodha Mutual FundAppointment is compliant with law. Governance concern: Board is non-compliant with requisite number of Independent Directors on the Board.
  • Mirae Asset Mutual FundIn line with advisor recommendation (passive holding)
  • Nippon India Mutual FundBoard is non-compliant with requisite number.

  12 for7 against

Mutual fund votes, meeting of 5 Sep 2024, 15 fund houses

• Appointment of Mr. Vivek Kumar Bajpai (DIN: 10717439), as Government Nominee Director on the Board of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundVivek Kumar Bajpai, 48, is Joint Secretary (Metals) in the Ministry of Mines, Government of India. His current responsibilities include administration of PSUs under the Ministry, International Cooperation in the fields of minerals and metals, and supporting exploration activities under National Mineral Exploration Trust (NMET), and Media engagements of the Ministry etc. He has also worked in the Railways in various capacities, including as a chief Project Manager in COFMOW and headed Turnkey Projects pertaining to Automation, Upgradation and Capacity Augmentation needs of various Railway Units. He is an Indian Railway Service Mechanical Engineers Cadre Officer (IRSME) of the 1999 Batch. He has done his B.Tech. in Mechanical Engineering from Gorakhpur University. He is liable to retire by rotation. While his appointment is in line with statutory requirements, we are unable to support his appointment on the board as the board composition is not compliant with regulations on independent director representation. The Chairperson of the board is a Non-Executive Promoter and as per regulations, atleast 50% of the board must comprise of Independent Directors. However, as on 20 August 2024, the company has 33% independence on the board. This matter is pending with the Ministry of Mines – Government of India for appointment of more Independent Directors. We expect the government to first address the board composition, before appointing nominees on the board. Therefore, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundAppointment compliant with law. Governance concern: Board is non-compliant with requisite number of Independent Directors on the Board.
  • Mirae Asset Mutual FundIn line with advisor recommendations (passive holding)

  7 for8 against
• Approval for borrowing limits of the Company under Section 180(1)(c) of the Companies Act, 2013

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundThe company’s standalone debt as on 31 March 2024 stood at Rs. 84.6 bn (including short-term borrowings of Rs. 42.1 bn). The company currently has an outstanding credit rating of CRISIL AAA/Stable/CRISIL A1+, which indicates a high degree of safety regarding timely servicing of financial obligations. We recognize that the company is seeking an enabling approval to raise the borrowing limits to meet its capital expenditure plans and to support their growth and expansion plans. However, we do not favour rolling limits linked to net worth and recommend that companies seek shareholder approval for a fixed borrowing limit. Further, the company’s consolidated stood at ~Rs. 84.6 bn, of which long term debt is ~Rs. 42.5 bn. As per the credit rating rationale, apart from the fund-based debt on books, the company has non-fund-based limits of ~Rs. 29.0 bn. We believe that the company should have provided granular details regarding the reason for such a significant increase in limits. We believe that there is sufficient headroom available in the automatic limit (equal to the company’s standalone networth of ~Rs. 152.3 bn) to undertake further borrowings. We do not support the resolution.
  • Edelweiss Mutual FundNeed more clarification
  • HDFC Mutual FundGiven these are rolling limits linked to networth, shareholders will not get a chance to periodic review the borrowing limits
  • Mirae Asset Mutual FundIn line with advisor recommendations (passive holding)

  10 for5 against
• Approval for creation of mortgage and/or charge on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013

  15 for0 against
• Approval of limit for the loan, guarantee and investment by the company under Section 186 of the Companies Act, 2013

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Enabling approval; Inadequate disclosures.
  • ICICI Prudential Mutual FundDue to lack of clarity on the recipients of the transaction the AMC has voted against the resolution.

  10 for5 against

Mutual fund votes, meeting of 29 Jul 2024, 15 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 Financial Statements of the Company for the financial year ended March 31, 2024, and the reports of the Board of Directors and Auditors thereon

  15 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, and the report of the Auditors thereon

  15 for0 against
• To confirm the interim dividend (s) for the financial year ended March 31, 2024

  15 for0 against
• To re-appoint Mr. Navin Agarwal (DIN: 00006303), who retires by rotation and being eligible, seeks re-appointment, as per Article 70 of the Articles of Association of the Company

  15 for0 against
• To ratify the appointment of M/s S.R. Batliboi & Co. LLP as Statutory Auditors of the Company

  15 for0 against
• To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2025

  4 for0 against