Indiamart Intermesh CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 16 Jun 2025, 18 fund houses

• To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereonMoreLess

  18 for0 against
• To declare a final dividend of Rs. 30/- per equity share for FY 2024-25 and a special dividend of Rs. 20/- per equity share aggregating to total dividend of Rs. 50/- per equity share

  18 for0 against
• To appoint a director in place of Mr. Dhruv Prakash (DIN: 05124958), who retires by rotation and being eligible, offers himself for re-appointment and his term would be upto 27th AGM

  18 for0 against
• Appointment of M/s. RMG & Associates, Company Secretaries as Secretarial Auditors of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual FundThe Company has not disclosed whether there is any material change in the proposed audit fee as compared to outgoing Auditors.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundTransparency concern: The Company has not disclosed whether there is any material change in the proposed audit fee as compared to outgoing Auditors.

  12 for6 against
• To re-appoint Ms. Pallavi Dinodia Gupta (DIN: 06566637), as an Independent Director of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund, WhiteOak Capital Mutual Fund

  • Angel One Mutual FundGovernance Concern: Non-material pecuniary relationship with the Companywhich may potentially vitiate independence of director.
  • Axis Mutual FundMs. Pallavi Dinodia Gupta, 44, is Partner at S. R. Dinodia & Co. LLP, a tax consultancy firm. She is a chartered accountant with over 22 years of experience in finance, taxation and corporate advisory. She has been on the board since 20 October 2022. She has attended all five (100%) board meetings held in FY25. We note that S. R. Dinodia & Co. LLP have been tax auditors of IndiaMART InterMESH Limited since FY24, which creates a conflict of interest. Thus, we do not consider Ms. Pallavi Dinodia Gupta to be an Independent Director on the board of IndiaMART InterMESH Ltd. Hence, we are unable to support her reappointment as an Independent Director – the company may consider appointing her as Non-Executive Non-Independent director.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundRe-appointment compliant with law. No concern on the merits of the proposed appointee. Governance Concern: Non-material pecuniary relationship with the Company.
  • Franklin Templeton Mutual FundA vote AGAINST re-election of Pallavi Dinodia Gupta is warranted because she is being considered non-independent, given the professional relationship of S. R. Dinodia & Co. LLP (in which she is a partner) with the company. Based on this re-classification, the board is not at least one-half independent, and Pallavi Dinodia Gupta is non-independent director nominee.
  • ICICI Prudential Mutual FundMs. Pallavi Dinodia Gupta is Partner at S. R. Dinodia & Co. LLP, a tax consultancy firm. S. R. Dinodia & Co. LLP have been tax auditors of IndiaMART InterMESH Limited since FY24, which creates a conflict of interest in our assessment. Thus, AMC do not consider Ms. Pallavi Dinodia Gupta to be an Independent Director on the board and not able to approve her appointment and hence have voted against the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Candidate Non-material pecuniary relationship with the Company.
  • Tata Mutual FundMs. Pallavi Dinodia Gupta, 44, is Partner at S. R. Dinodia & Co. LLP, a tax consultancy firm. She is a chartered accountant with over 22 years of experience in finance, taxation and corporate advisory. She has been on the board since 20 October 2022. She has attended all five (100%) board meetings held in FY25. We note that S. R. Dinodia & Co. LLP have been tax auditors of IndiaMART InterMESH Limited since FY24, which creates a conflict of interest. Thus, we do not consider Ms. Pallavi Dinodia Gupta to be an Independent Director on the board of IndiaMART InterMESH Ltd. Hence, we are unable to support her reappointment as an Independent Director.
  • WhiteOak Capital Mutual FundMs. Pallavi Dinodia Gupta, 44, is Partner at S. R. Dinodia & Co. LLP, a tax consultancy firm. She is a chartered accountant with over 22 years of experience in finance, taxation and corporate advisory. She has been on the board since 20 October 2022. She has attended all five (100%) board meetings held in FY25.We note that S. R. Dinodia & Co. LLP have been tax auditors of IndiaMART InterMESH Limited since FY24, which creates a conflict of interest. Thus, we do not consider Ms. Pallavi Dinodia Gupta to be an Independent Director on the board of IndiaMART InterMESH Ltd. Hence, we are unable to support her reappointment as an Independent Director – the company may consider appointing her as Non-Executive Non-Independent director.

  4 for14 against
• To appoint Mr. Sandeep Kumar Barasia, (DIN: 01432123) as an Independent Director of the Company

  18 for0 against

Mutual fund votes, meeting of 7 Mar 2025, 18 fund houses

• To appoint Mr. Manish Vij (DIN: 00505422) as an Independent Director

  18 for0 against
• To appoint Mr. Manoj Bhargava (DIN: 08267536) as a Whole-time Director of the Company

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

  • Axis Mutual FundManoj Bhargava, 49 is Whole – time Director and Group General Counsel and Company Secretary IndiaMART InterMESH Limited. He has been associated with the company since 28 December 2017. Prior to this he has served as a senior resource with Varun Beverages Limited (RJ Corp Group), HT Media Limited, Barista Coffee Company Limited and India Today Group. He has over 25 years of experience in the legal, secretarial and compliance functions. He received a remuneration of Rs. 13.9 mn in FY24 as Group General Counsel and Company Secretary. His overall remuneration, excluding stock options is estimated at Rs. 16.3 mn. As per his remuneration terms, he is eligible for ESOPs, however there is no clarity on the quantum in the event of a grant. Given the lack of clarity, we are unable to make a reasonable estimate of his overall proposed executive remuneration. We expect the company to disclose the quantum of stock options proposed to be granted over the tenure. Further, there are no granular details regarding the performance metrics that will determine his variable pay. Given the lack of clarity on the quantum of stock options proposed to be granted over the tenure, we are unable to support the resolution.
  • Invesco Mutual FundManoj Bhargava, 49 is Whole – time Director and Group General Counsel and Company Secretary IndiaMART InterMESH Limited. He has been associated with the company since 28 December 2017. Prior to this he has served as a senior resource with Varun Beverages Limited (RJ Corp Group), HT Media Limited, Barista Coffee Company Limited and India Today Group. He has over 25 years of experience in the legal, secretarial and compliance functions. He received a remuneration of Rs. 13.9 mn in FY24 as Group General Counsel and Company Secretary. His overall remuneration, excluding stock options is estimated at Rs. 16.3 mn. As per his remuneration terms, he is eligible for ESOPs, however there is no clarity on the quantum in the event of a grant. Given the lack of clarity, we are unable to make a reasonable estimate of his overall proposed executive remuneration. We expect the company to disclose the quantum of stock options proposed to be granted over the tenure. Further, there are no granular details regarding the performance metrics that will determine his variable pay. Given the lack of clarity on the quantum of stock options proposed to be granted over the tenure, we are unable to support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLack of clarity on the quantum of stock options

  14 for4 against

Mutual fund votes, meeting of 20 Jun 2024, 20 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 March 31, 2024, together with the Reports of the Board of Directors and Auditors thereonMoreLess

  20 for0 against
• To declare dividend of Rs. 20/- per equity share for the financial year ended March 31, 2024

  20 for0 against
• To appoint a Director in place of Mr. Brijesh Kumar Agrawal (DIN: -00191760), who retires by rotation and being eligible, offers himself for re-appointment

  20 for0 against
• To re-appoint M/s B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022), as Statutory Auditors of the Company

  20 for0 against
• Re-appointment of Mr. Dinesh Chandra Agarwal (DIN:00191800), as Managing Director and Chief Executive Officer of the Company and approval of his revised remuneration

  ›Against Axis Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Old Bridge Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Invesco Mutual FundDinesh Chandra Agarwal, 55, is the founder, Managing Director and CEO. The company proposes to reappoint him for five years w.e.f. 8 January 2025. He received Rs. 68.5 mn in FY24, which was 127.9x the median employee remuneration. His previous remuneration has been higher than peers but commensurate with the size and performance of the company. However, we are unable to estimate his overall remuneration due to the commission component, which has not been quantified. Further, there are no granular details regarding the commission component nor performance metrics that will determine the payout. The company must disclose the performance metrics which will determine his variable pay and cap the remuneration payable to him in absolute terms. While we support his reappointment, we do not support his open-ended remuneration terms.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Old Bridge Mutual FundResolution keeps the commission component open and no granular details have been provided which helps one ascertain the commission range. Compensation other than commission component is clearly provided in the explanatory notes to the resolution. While we support the concerned party's re-appointment but we don't support the open-ended commission terms.

  15 for5 against
• Re-appointment of Mr. Brijesh Kumar Agrawal (DIN:00191760), as Whole-time Director of the Company and approval of his revised remuneration

  ›Against Axis Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Old Bridge Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundBrijesh Kumar Agarwal, 47, is the co-founder, Whole time Director. The company proposes to reappoint him for five years w.e.f. 8 January 2025. He received Rs. 52.3 mn in FY24, which was 97.7x the median employee remuneration. His previous remuneration has not higher than peers but commensurate with the size and performance of the company. However, we are unable to estimate his overall remuneration due to the commission component, which has not been quantified. Further, there are no granular details regarding the commission component nor performance metrics that will determine the payout. The company must disclose the performance metrics which will determine his variable pay and cap the remuneration payable to him in absolute terms. While we support his reappointment, we do not support his open-ended remuneration terms.
  • Invesco Mutual FundBrijesh Kumar Agarwal, 47, is the co-founder, Whole time Director. The company proposes to reappoint him for five years w.e.f. 8 January 2025. He received Rs. 52.3 mn in FY24, which was 97.7x the median employee remuneration. His previous remuneration has not higher than peers but commensurate with the size and performance of the company. However, we are unable to estimate his overall remuneration due to the commission component, which has not been quantified. Further, there are no granular details regarding the commission component nor performance metrics that will determine the payout. The company must disclose the performance metrics which will determine his variable pay and cap the remuneration payable to him in absolute terms. While we support his reappointment, we do not support his open-ended remuneration terms
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Old Bridge Mutual FundResolution keeps the commission component open and no granular details have been provided which helps one ascertain the commission range. Compensation other than commission component is clearly provided in the explanatory notes to the resolution. While we support the concerned party's re-appointment but we don't support the open-ended commission terms.

  14 for5 against
• To approve related party transaction in respect to hold office or place of profit in the Company by Mr. Bharat Agarwal

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Old Bridge Mutual Fund, PGIM India Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundBharat Agarwal is the son of Dinesh Chandra Agarwal, Promoter, Managing Director and Chief Executive Officer of Indiamart Intermesh Limited. He has three years of experience as Analyst at Paypal Inc., USA and is the Co-founder and CFO of Froyo Xpress, manufacturer of frozen yogurt, as per public sources. He holds a B.S. in Finance, Accounting, Business Administration and Supply Chain Information & Analytics from Purdue University. He was appointed as Assistant Vice President, Finance & Strategy on 27 October 2023 with a remuneration of Rs. 225,000 per month. The company proposes to increase his remuneration to Rs. 500,000 per month (Rs. 6.0 mn p.a), subject to an increase not exceeding 20% on his last drawn salary every year. The resolution is perpetual in nature as his remuneration can increase by 20% each year subject to the growth and performance of the company. Further, the resolution does not specify a time-period, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders’ approval on a periodic basis. The company has not disclosed how the proposed remuneration benchmarks internally and whether Bharat Agarwal’s experience and education is comparable to others within the same cadre. Therefore, we do not support the resolution.
  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Non-disclosure of basis of remuneration proposed.
  • HDFC Mutual FundThe company has not defined a tenure for payment of commission. Hence, in effect, it is seeking approval for perpetuity.
  • Invesco Mutual FundBharat Agarwal is the son of Dinesh Chandra Agarwal, Promoter, Managing Director and Chief Executive Officer of Indiamart Intermesh Limited. He has three years of experience as Analyst at Paypal Inc., USA and is the Co-founder and CFO of Froyo Xpress, manufacturer of frozen yogurt, as per public sources. He holds a B.S. in Finance, Accounting, Business Administration and Supply Chain Information & Analytics from Purdue University. He was appointed as Assistant Vice President, Finance & Strategy on 27 October 2023 with a remuneration of Rs. 225,000 per month. The company proposes to increase his remuneration to Rs. 500,000 per month (Rs. 6.0 mn p.a), subject to an increase not exceeding 20% on his last drawn salary every year. The resolution is perpetual in nature as his remuneration can increase by 20% each year subject to the growth and performance of the company. Further, the resolution does not specify a time-period, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders’ approval on a periodic basis. The company has not disclosed how the proposed remuneration benchmarks internally and whether Bharat Agarwal’s experience and education is comparable to others within the same cadre. Therefore, we do not support the resolution
  • Kotak Mahindra Mutual FundThe resolution is perpetual in nature as his remuneration can increase by 20% each year subject to the growth and performance of the company .The Company fails to disclose the basis of such proposed remuneration. Further, the resolution does not specify a time-period, effectively seeking approval in perpetuity. We do not support perpetual resolutions and expect companies to seek shareholders approval on a periodic basis. The company has not disclosed how the proposed remuneration benchmarks internally and whether Bharat Agarwal s experience and education is comparable to others within the same cadre. Therefore, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundRemuneration is high
  • Old Bridge Mutual FundMr. Bharat Agarwal is son of Mr. Dinesh Agarwal. Remuneration of Mr. Bharat Agarwal has more than doubled within 8-months and also makes the concerned party eligible for 20% annual increment going forward. This appears inconsistent with the company's remuneration policies w.r.t. all its other employees. We are not in favor of this resolution.

  8 for11 against

Mutual fund votes, meeting of 22 Aug 2023, 15 fund houses

• To appoint Mr. Aakash Chaudhry (DIN: 00106392) as an Independent Director

  15 for0 against
• Approval for Buyback of Equity Shares

  15 for0 against

Mutual fund votes, meeting of 13 Jun 2023, 14 fund houses

• To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  14 for0 against
• To declare dividend of Rs. 20/- per equity share for the financial year ended March 31, 2023

  14 for0 against
• To appoint a Director in place of Mr. Dhruv Prakash (DIN: 05124958), who retires by rotation and being eligible, offers himself for re-appointment

  14 for0 against
• To approve issue of bonus equity shares

  14 for0 against

Mutual fund votes, meeting of 31 Dec 2022, 10 fund houses

• To appoint Ms. Pallavi Dinodia Gupta (DIN: 06566637) as an Independent Director

  10 for0 against
• To re-appoint Mr. Vivek Narayan Gour (DIN: 00254383) as an Independent Director

  ›Against Mirae Asset Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  9 for1 against