International Gemological Institute CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Jun 2025, 16 fund houses

• To receive, consider, and adopt the Annual Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31st December, 2024, including the Balance Sheet as of 31st December, 2024, the Statement of Profit and Loss, and the Cash Flow Statement for the financial year ended on that date, along with the Reports of Board of Directors and Auditors thereonMoreLess

  16 for0 against
• To re‐appoint Mr. Mukesh Mehta (DIN: 08319159), who retires by rotation and, being eligible, offers himself for reappointment

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, quant Mutual Fund

  • Angel One Mutual FundGovernance Concern: Poor Attendance Performance in Board & Committee Meetings (without any justification).
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundRe-appointment compliant with law. Governance Concern: Poor Attendance Performance in Board & Committee Meetings (without any justification).
  • Kotak Mahindra Mutual FundMukesh Mehta, 44, Managing Director in the Private Equity Group of Blackstone Advisors India Private Limited, represents the promoters Blackstone on the board. He has over a decade of experience spanning Blackstone, The Carlyle Group - Vice President in their Private Equity division, Citigroup - in the Investment Banking Division and Assurance and Business Advisory Group at Price Waterhouse & Co. He attended five of the fifteen (33%) board meetings held in 2024. His attendance level is extremely low. The resolution is legally compliant. However, we expect directors to attend atleast 50% of the board meetings during the year. Hence, we are voting against.
  • Nippon India Mutual FundGovernance Concern: Candidate attendance
  • quant Mutual FundRelated to the reappointment of Mr Mukesh Mehta. The reappointment is compliant with the law. Governance concern: Poor attendance performance in Board & Committee Meetings without any justification.

  6 for10 against
• To re‐appoint Mr. Prateek Roongta (DIN: 00622797), who retires by rotation and, being eligible, offers himself for reappointment

  16 for0 against
• To appoint Tushar Shridharani & Associates LLP, Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive years, from the financial year 2025 to the financial year 2029MoreLess

  16 for0 against
• To ratify the IGI Employee Stock Op􀆟on Plan – 2024

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, quant Mutual Fund

  • Angel One Mutual FundNon-Disclosure of Exercise Price. Governance Concern: Potential Significant Benefit arising to a single Employee. Scheme allows for Accelerated Vesting.
  • Axis Mutual FundThe scheme allows the company to grant upto ~23.1 mn options. Prior to listing, ~21.0 mn options have already been granted by the NRC, none of which have been vested or exercised. The scheme allows for the NRC to determine the exercise price and define performance conditions to be achieved for vesting of options granted. Given the lack of clarity with respect to material element of the scheme, we are unable to determine if the scheme contours align the interests of employees and investors. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundNon-Compliant under SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price as per SEBI Regulations. Governance Concern: Potential Significant Benefit arising to a single Employee. Scheme allows for Accelerated Vesting.
  • HDFC Mutual FundThere is lack of clarity on the pricing of ESOPs. We do not support the resolution.
  • ICICI Prudential Mutual FundInadequate disclosures compared to what we require. In addition, there is high concentration of ESOPs in hands of a few employees.Hence, the AMC has voted against the resolution
  • Kotak Mahindra Mutual FundThe scheme allows the company to grant upto ~23.1 mn options. Prior to listing, ~21.0 mn options have already been granted by the NRC, none of which have been vested or exercised. The scheme allows for the NRC to determine the exercise price and define performance conditions to be achieved for vesting of options granted. Given the lack of clarity with respect to material element of the scheme, we are unable to determine if the scheme contours align the interests of employees and investors. Therefore, we do not support the resolution. Hence, we are voting against.
  • LIC Mutual FundConcerns over Non-Disclosure of Exercise Price as per SEBI Regulations. Governance Concern: Potential Significant Benefit arising to a single Employee. Scheme allows for Accelerated Vesting.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and ESOP holders)
  • Nippon India Mutual FundNon-disclosure
  • quant Mutual FundBoth resolutions are related to the IGI Employee Stock Option Plan, 2024. Non-compliant under SEBI (SBEB & SE) Regulations: Non-disclosure of exercise price as per SEBI Regulations. Governance concern: Potential excessive benefit arising to a single employee. Scheme allows for accelerated vesting. Extension of scheme benefits to the “Holding company” without any mention of cost reimbursement. Hence, we are voting against these resolutions.

  1 for15 against
• Ratification of the extension of the benefits of IGI Employee Stock Op􀆟on Plan – 2024 to the employees of holding and subsidiary companies of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, quant Mutual Fund

  • Angel One Mutual FundGovernance Concern: Extension of Scheme benefits to the Holding Company without any mention about cost-reimbursement.
  • Axis Mutual FundThe company seeks to extend the benefit of IGI ESOP Plan 2024 to employees of subsidiary companies and holding company. Our view is linked to resolution #5. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundInter-linked with Resolution #5 + Governance Concern: Extension of Scheme benefits to the “Holding Company” without any mention about cost-reimbursement.
  • HDFC Mutual FundThere is lack of clarity on the pricing of ESOPs. We do not support the resolution.
  • ICICI Prudential Mutual FundDue to our vote against ratifying ESOP Plan 2024, this agenda by extension also needs to be voted against.Hence, the AMC has voted against the resolution
  • Kotak Mahindra Mutual FundThe company seeks to extend the benefit of IGI ESOP Plan 2024 to employees of subsidiary companies and holding company. Our view is linked to resolution #5. We do not support the resolution. Hence, we are voting against.
  • LIC Mutual Fund, PGIM India Mutual FundInter-linked with Resolution #5 + Governance Concern: Extension of Scheme benefits to the Holding Company without any mention about cost-reimbursement.
  • Mirae Asset Mutual FundLinked with above resolution. ESOP pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and ESOP holders)
  • Nippon India Mutual FundNon-disclosure
  • quant Mutual FundBoth resolutions are related to the IGI Employee Stock Option Plan, 2024. Non-compliant under SEBI (SBEB & SE) Regulations: Non-disclosure of exercise price as per SEBI Regulations. Governance concern: Potential excessive benefit arising to a single employee. Scheme allows for accelerated vesting. Extension of scheme benefits to the “Holding company” without any mention of cost reimbursement. Hence, we are voting against these resolutions.

  1 for15 against
• Payment of Commission to Non‐Executive Directors of the Company

  16 for0 against
• Appointment of Mr. Anoop Mehta (DIN: 00107044) as Non‐Executive, Independent Director of the Company

  16 for0 against