INOX India MD, chairman, board of directors and AGM

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

• Adoption of Financial Statements to consider and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2025, the reports of the Board of Directors and Independent Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2025 and the report of the Independent Auditors thereon.MoreLess

  18 for0 against
• Declaration of dividend of Rs. 2/- (i.e. 100%) per equity share of Rs. 2/- for the financial year ended 31st March, 2025

  18 for0 against
• Reappointment of Mrs. Ishita Jain (DIN: 09276232) as a Director of the Company.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundGovernance concern: Skewed remuneration practice in favour of proposed appointee.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance concern: Skewed remuneration practice in favour of proposed appointee.
  • Kotak Mahindra Mutual FundMs. Ishita Jain, 45, oversees the CSR activities for Inox India Limited. She is part of the promoter group of Inox India Limited and daughter-in-law of Pavan Jain, Non-Executive Chairperson. She has been associated with the Company since August 2021. She has attended 60% (three out of five) the board meetings held in FY25 and 58% (15 out of 26) board meetings over the last three years. The remuneration proposed is 24.7m (including commission of 24.0 m) whereas a Non-Promoter ED is being paid 8.3m. Hence, she was paid 2.98x times the remuneration paid to Executive Director. Since no justification provided by the company for such skewed remuneration in favour of Promoter directors; we do not support the resolution. Thus, we are voting against.
  • LIC Mutual FundConcerns over Skewed remuneration practice in favour of proposed appointee.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
  • UTI Mutual FundMs. Ishita Jain, 45, oversees the CSR activities for Inox India Limited. She is part of the promoter group of Inox India Limited and daughter-in-law of Pavan Jain, Non-Executive Chairperson. She has been associated with the Company since August 2021. She holds a Bachelor’s degree in Arts from Fergusson College, Pune and a degree in pre-primary training from Bharatiya Vidya Bhavan, Pune. She has attended 60% (three out of five) the board meetings held in FY25 and 58% (15 out of 26) board meetings over the last three years. We expect directors to attend all board meetings during the year or a minimum of 75% of the board meetings held in the last three years. We do not support the resolution on account of the attendance record.

  6 for12 against
• Ratification of Remuneration of Ms. Diwanji and Company, Cost and Management Accountants (Membership No. M000339), Cost Auditors of the Company.

  18 for0 against
• Appointment of Ms. Samdani Shah and Kabra, Practicing Company Secretaries, as Secretarial Auditors of the Company for a term of 5 years.

  18 for0 against

Mutual fund votes, meeting of 20 Dec 2024, 19 fund houses

• Reclassification of Pradeep Kumar Kheruka, Kiran Kheruka, Borosil Limited, General Magnets LLP, Sonargaon Properties LLP, Associated Fabricators LLP, Cycas Trading LLP, Kheruka Properties LLP, Spartan Trade Holdings LLP, Gujarat Fusion Glass LLP, Priyam Associates LLP, Ficus Trading LLP and Azalea Trading LLP from the “Promoter and Promoter Group Category” to “Public Category”MoreLess

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • Edelweiss Mutual FundNeed further data. Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.

  14 for5 against
• Reclassification of Shreyasi Goenka, Widescreen Holdings Private Limited, Pratitha Multitrading Private Limited and Kyoorius Aqua Culture LLP from the “Promoter and Promoter Group Category” to “Public Category”MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundShreyasi Goenka along with entities associated with her were classified as part of the promoter group at the time of the IPO in FY24. Shreyasi Goenka is the daughter of Promoter Chairperson Pavan Jain and his spouse Nayantara Jain. We do not support the request reclassification given, the relationship between the concerned person and associated entities is direct and immediate. Although the collective shareholding is currently nil as on 30 September 2024, given the close relationship between Shreyasi Goenka and promoter Pavan Jain, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • Edelweiss Mutual FundNeed further data. Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • HDFC Mutual FundThe relationship between the concerned person and associated entities is direct and immediate. Although the collective shareholding is currently nil as on 30 September 2024, given the close relationship between Shreyasi Goenka and promoter Pavan Jain, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLack of clarity
  • SBI Mutual FundShreyasi Goenka along with entities associated with her were classified as part of the promoter group at the time of the IPO in FY24. Shreyasi Goenka is the daughter of Promoter Chairperson Pavan Jain and his spouse Nayantara Jain. Given the close relationship between Shreyasi Goenka and promoter Pavan Jain, we are unable to support the resolution.

  4 for15 against
• Reclassification of Chandralekha Roongta, Roongta Cine Corporation Private Limited and Arunkumar Roongta (HUF) from the “Promoter and Promoter Group Category” to “Public Category”

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • Edelweiss Mutual FundNeed further data. Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.

  14 for5 against
• Reclassification of Kusum Mittal from the “Promoter and Promoter Group Category” to “Public Category”

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • Edelweiss Mutual FundNeed further data. Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.

  14 for5 against
• Reclassification of Minal Somany from the “Promoter and Promoter Group Category” to “Public Category”

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • Edelweiss Mutual FundNeed further data. Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.

  14 for5 against
• Reclassification of Lata Rungta, Curry Me Up Private Limited, Sinnar Steels Private Limited and Refron Valves Private Limited from the “Promoter and Promoter Group Category” to “Public Category”

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundLata Rungta along with entities associated with her were classified as part of the promoter group at the time of the IPO in FY24. Lata Rungta is the sister of Promoter and Chairperson Pavan Jain. We do not support the request reclassification given, the relationship between the concerned person and associated entities is direct and immediate. Although her shareholding is currently insignificant (0.63% as on 30 September 2024), given the close relationship between Lata Rungta and promoter Pavan Jain, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • Edelweiss Mutual FundNeed further data. Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • HDFC Mutual FundThe relationship between the concerned person and associated entities is direct and immediate. Although her shareholding is currently insignificant (0.63% as on 30 September 2024), given the close relationship between Lata Rungta and promoter Pavan Jain, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLack of clarity
  • SBI Mutual FundLata Rungta along with entities associated with her were classified as part of the promoter group at the time of the IPO in FY24. Lata Rungta is the sister of Promoter and Chairperson Pavan Jain. Given the close relationship between Lata Rungta and promoter Pavan Jain, we are unable to support the resolution.

  4 for15 against
• Reclassification of Manju Jain, Coronet Holdings Private Limited, Hotz Industries Limited and Triumph Trading Limited from the “Promoter and Promoter Group Category” to “Public Category”

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundManju Jain along with entities associated with her were classified as part of the promoter group at the time of the IPO in FY24. Manju Jain is the sister of Promoter and Chairperson Pavan Jain. We do not support the request reclassification given, the relationship between the concerned person and associated entities is direct and immediate. Although her shareholding is currently insignificant (0.8% as on 30 September 2024), given the close relationship between Manju Jain and promoter Pavan Jain, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • Edelweiss Mutual FundNeed further data. Lack of clarity regarding the relationship between the promoters seeking reclassification and the continuing promoters.
  • HDFC Mutual FundThe relationship between the concerned person and associated entities is direct and immediate. Although her shareholding is currently insignificant (0.8% as on 30 September 2024), given the close relationship between Manju Jain and promoter Pavan Jain, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLack of clarity
  • SBI Mutual FundManju Jain along with entities associated with her were classified as part of the promoter group at the time of the IPO in FY24. Manju Jain is the sister of Promoter and Chairperson Pavan Jain. Given the close relationship between Manju Jain and promoter Pavan Jain, we are unable to support the resolution

  4 for15 against
• Ratification of INOX Employee Stock Option Plan 2022

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, SBI Mutual FundThe overall dilution of the scheme for 900,000 options is ~1.0% on the expanded capital base. The company has stated in the notice that the NRC may, at its own discretion, determine performance parameters for vesting. Under the scheme, the exercise price shall be the determined by the Nomination and Remuneration Committee – there is no clarity on the actual exercise price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We believe companies should grant stock options at market price, or the options should have performance-based vesting with clearly defined performance metrics. In the absence of these conditions, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosures regarding the Exercise Price/Pricing Formula under the Scheme. Governance concern: Maximum potential benefit to any employee is unreasonable.
  • Edelweiss Mutual FundInadequate disclosures
  • HDFC Mutual FundThe scheme gives the Nomination and Remuneration Committee (NRC) the discretion to determine the exercise price - this could result in options being granted at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Kotak Mahindra Mutual FundSince the company has not provided an exercise price or a pricing formula, the company is non-compliant with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaximum potential benefit to any employee is high and unreasonable.
  • Sundaram Mutual Fund"The overall dilution of the scheme for 900,000 options is ~1.0% on the expanded capital base. The company has stated in the notice that the NRC may, at its own discretion, determine performance parameters for vesting. Under the scheme, the exercise price shall be the determined by the Nomination and Remuneration Committee – there is no clarity on the actual exercise price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We believe companies should grant stock options at market price, or the options should have performance-based vesting with clearly defined performance metrics. In the absence of these conditions, we are unable to support the resolution."

  4 for15 against

Mutual fund votes, meeting of 13 Jun 2024, 15 fund houses

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

• Adoption of Financial StatementsnTo consider and adopt:na. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2024, the reports of the Board of Directors and Independent Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2024 and the report of the Independent Auditors thereon.MoreLess

  15 for0 against
• Reappointment of Mr. Parag Kulkarni (DIN: 00209184) as a Director of the Company.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundRe- appointment compliant with law. Transparency concern: Absence of details regarding the special resolution for the continuation beyond 70 years of age.

  13 for2 against
• Reappointment of Mr. Siddharth Jain (DIN: 00030202) as a Director of the Company.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with law. Governance Concern: Remuneration practice appears to be skewed in favour of Mr. Siddharth Jain.

  13 for2 against
• Appointment of Statutory Auditors of the Company.

  15 for0 against
• Ratification of Remuneratin of Cost Auditors

  1 for0 against
• Approval of Related Party Transaction(s) with INOX Air Products Private Limited

  15 for0 against