Intellect Design Arena MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 25 Jul 2025, 19 fund houses

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

• The Audited Standalone Financial Statements of the Company for the financial Year ended March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon laid before this said meeting be and is hereby considered, approved and adopted.MoreLess

  18 for0 against
• To declare dividend for the financial year 2024-25.

  19 for0 against
• To appoint a Director in the place of Mr. Anil Kumar Verma, (DIN: 01957168), who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because Anil Kumar Verma is an executive director and serves as a member of the audit committee.

  18 for1 against
• To re-appoint Mr. Arun Jain (DIN-00580919) as Managing Director of the Company for a term of 5 years

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

  • Angel One Mutual FundGovernance Concern: Holding combined position of Chairman and Managing Director may lead to concentration of power in the hands of single person.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Holding combined position of Chairman and MD may lead to concentration of power in the hands of single person.

  13 for6 against
• To appoint M/s B Ravi and Associates (FRN- P2016TN052400) as the Secretarial Auditors for a period of 5 years

  19 for0 against
• To approve Commission payable to the Non-Executive Directors of the Company including Independent Directors of the Company (i.e., Directors other than the Managing Director and/ or Whole Time Directors) of the Company.MoreLess

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundTransparency concern: Inadequate disclosures & perpetual approval.
  • Axis Mutual FundThe commission paid to the Non-Executive Directors, including Independent Directors, between FY21 and FY25 was 0.2% of the standalone profit after tax. The company now seeks shareholder approval for payment of commission to all the Non-Executive Directors including Independent Directors in case of loss or inadequacy of profits, capped annually at Rs. 2.4 mn per director. The aggregate commission to all the Non-Executive Directors including Independent Directors shall not exceed 1.0% of net profits. The commission will be payable in addition to sitting fees and expenses for attending board and committee meetings. The proposed commission is reasonable and in line with market practices. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid in perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Transparency concern: Inadequate disclosures & perpetual approval.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as the approval will be valid till perpetuity and shareholders will not get to review the payments in the future.
  • Kotak Mahindra Mutual FundThe commission paid to the Non-Executive Directors including Independent Directors between FY21 and FY25 ranged from 0.4% to 1.5% of standalone profits after tax. The company now seeks shareholder approval to decrease the maximum aggregate commission payable to all the Non-Executive Directors including Independent Directors, from Rs. 5.0 mn to Rs. 2.4 mn. The aggregate commission to all the Non-Executive Directors including Independent Directors shall not exceed 1.0% of net profits. The commission will be payable in addition to sitting fees and expenses for attending board and committee meetings. The proposed commission is reasonable and in line with market practices. The resolution is in line with statutory requirements. The company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. Perpetual approval undermines shareholder approval and the company has also not given clarification for the same, so we are not in favour of the resolution. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  8 for11 against

Mutual fund votes, meeting of 22 May 2025, 17 fund houses

• To consider and approve re-appointment of Mr. Abhay Anant Gupte (DIN: 00389288) as an Independent Director of the Company for a second term of 5 years.

  17 for0 against
• To consider and approve the amendments to be made to Associate Stock Option Plan (“ASOP 2011”) Scheme.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Tata Mutual Fund

  • Angel One Mutual FundGovernance Concern: No absolute cap on the total Options that can be granted to a single Employee. Transparency Concern: No clarity as to whether the Company intends to grant RSUs; ambiguity with regard to the Grant Price of RSUs.
  • Axis Mutual FundASOP 2011 was previously administered under four schemes- Swarnam 11, 21, 31 and 41. The company proposes to amend ASOP 2011 for grant of RSUs under two new schemes- Swarnam 51 and 61. The options which are surrendered, cancelled or forfeited, which can be reissued as fresh grants as on 31 December 2024 is 2,034,910 options. These eligible options can be granted under all six schemes. The exercise price under Swarnam 51 and 61 will be the face value of the equity share (Rs. 5.0 each). This will represent a discount of ~99.4% to the prevailing market price. We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. For Swarnam 51, vesting will be based on achievement of goals, targets or contingent on certain events. The Intellect Stock Option Plan Selection (ISOP) Committee and the Nomination and Remuneration and Compensation Committee (NRC) will determine the goals, targets and events. These performance conditions, along with the targets, have not been articulated in the shareholder notice. The vesting for Swarnam 61 will be determined by the NRC. Further, the amended ASOP is not available on the website. In the absence of clarity and the flexibility extended to the NRC, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: No absolute cap on the total Options that can be granted to a single Employee. Transparency Concern: No clarity as to whether the Company intends to grant RSUs; ambiguity w.r.t. the Grant Price of RSUs.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The aggregate dilution pursuant to the proposed scheme is deemed high. • The scheme permits stock options to be issued with an exercise price at a discount to the current market price. • The company has not disclosed the performance metrics, targets and thresholds for vesting.
  • HDFC Mutual FundExercise price of the ESOP is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • Kotak Mahindra Mutual FundASOP 2011 was previously administered under four schemes- Swarnam 11, 21, 31 and 41. The company proposes to amend ASOP 2011 for grant of RSUs under two new schemes-Swarnam 51 and 61. The exercise price under Swarnam 51 and 61 will be the face value of the equity share (Rs. 5.0 each). Even though company has not provided an absolute cap for grants to any individual employee, the company has stated a percentage cap which is 1% of issued share capital. The company has stated that for Swarnam 51, vesting will be based on achievement of goals, targets or contingent on certain events. However, the vesting for Swarnam 61 will be determined by the NRC. The company has not provided clarity on Swarnam 61. In the absence of clarity and the flexibility extended to the NRC, we do not support the resolution. Further, the amended ASOP is not available on the website. Also the performance conditions, along with the targets, have not been articulated in the shareholder notice. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern and Lack of Clarity
  • SBI Mutual FundASOP 2011 was previously administered under four schemes- Swarnam 11, 21, 31 and 41. The company proposes to amend ASOP 2011 for grant of RSUs under two new schemes- Swarnam 51 and 61. The options which are surrendered, cancelled or forfeited, which can be reissued as fresh grants as on 31 December 2024 is 2,034,910 options. These eligible options can be granted under all six schemes. The exercise price under Swarnam 51 and 61 will be the face value of the equity share (Rs. 5.0 each). This will represent a discount of ~99.4% to the prevailing market price. We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters.For Swarnam 51, vesting will be based on achievement of goals, targets or contingent on certain events. The Intellect Stock Option Plan Selection (ISOP) Committee and the Nomination and Remuneration and Compensation Committee (NRC) will determine the goals, targets and events. These performance conditions, along with the targets, have not been articulated in the shareholder notice. The vesting for Swarnam 61 will be determined by the NRC. Further, the amended ASOP is not available on the website. In the absence of clarity and the flexibility extended to the NRC, we do not support the resolution.
  • Tata Mutual FundASOP 2011 was previously administered under four schemes- Swarnam 11, 21, 31 and 41. The company proposes to amend ASOP 2011 for grant of RSUs under two new schemes- Swarnam 51 and 61. The options which are surrendered, cancelled or forfeited, which can be reissued as fresh grants as on 31 December 2024 is 2,034,910 options. These eligible options can be granted under all six schemes. The exercise price under Swarnam 51 and 61 will be the face value of the equity share (Rs. 5.0 each). This will represent a discount of ~99.4% to the prevailing market price. We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. For Swarnam 51, vesting will be based on achievement of goals, targets or contingent on certain events. The Intellect Stock Option Plan Selection (ISOP) Committee and the Nomination and Remuneration and Compensation Committee (NRC) will determine the goals, targets and events. These performance conditions, along with the targets, have not been articulated in the shareholder notice. The vesting for Swarnam 61 will be determined by the NRC. Further, the amended ASOP is not available on the website. In the absence of clarity and the flexibility extended to the NRC, we do not support the resolution

  3 for14 against

Mutual fund votes, meeting of 16 Jan 2025, 13 fund houses

• To consider and approve appointment of Ms. Aarushi Jain, daughter of Mr. Arun Jain, Chairman and Managing Director of the Company, to hold office or place of profit as “Assistant Manager- Marketing” in Intellect Design Arena Inc., USA, a step-down subsidiary of the company at a remuneration with an upper limit of USD 1,20,000 per annum with effect from February 01, 2025.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundMs. Aarushi Jain was earlier appointed to hold office or place of profit as Management Trainee in Intellect Design Arena Inc., USA, at a remuneration of 2,500 USD per month from 4 October 2024. One of the drivers of the growth of company’s US business is the Purple Fabric platform. She was appointed to a team for the Purple Fabric business, based in the US, due to her knowledge of the Purple fabric Platform. Ms. Aarushi Jain holds a Bachelor of Science in Management and Business; Minor: Studio Art from Skidmore College, Saratoga Springs, and Master of Fine Arts in Transdisciplinary Design, New York. The company should have provided a benchmarking of the proposed remuneration with that paid to employees with similar experience and grade in the company. The proposed remuneration is not commensurate with her responsibilities and high for the company’s size at ~5.3% of Intellect Design Arena Inc’s FY24 PBT. Given the lack of clarity and the high remuneration, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual FundCompliant with law. Governance Concern: Basis of arriving at remuneration not disclosed; remuneration is not comparable with similar grade employees.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundRemunaration is high
  • SBI Mutual FundMs. Aarushi Jain was earlier appointed to hold office or place of profit as Management Trainee in Intellect Design Arena Inc., USA, at a remuneration of 2,500 USD per month from 4 October 2024. Ms. Aarushi Jain holds a Bachelor of Science in Management and Business; Minor: Studio Art from Skidmore College, Saratoga Springs, and Master of Fine Arts in Transdisciplinary Design, New York. The company should have provided a benchmarking of the proposed remuneration with that paid to employees with similar experience and grade in the company. The proposed remuneration is not commensurate with her responsibilities and high for the company’s size at ~5.3% of Intellect Design Arena Inc’s FY24 PBT. Further, the resolution is valid in perpetuity and hence we do not support the resolution.

  7 for6 against

Mutual fund votes, meeting of 26 Jun 2024, 12 fund houses

• Adoption of Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024

  ›Against Groww Mutual Fund

  • Groww Mutual FundUnqualified Financial Statements. Non-Compliant with Companies Act, 2013 & SEBI LODR Regulations: The Company has not disclosed financials of subsidiary for FY 2023-24 on its website.

  11 for1 against
• To declare a final dividend of Rs. 3.50/- per equity share for the financial year ended March 31, 2024n

  12 for0 against
• To appoint a Director in the place of Mr. Andrew Ralph England (DIN: 08211307) who retires by rotation and, being eligible, offers himself for reappointment

  12 for0 against
• Appointment of Messrs M S K C & Associates, Chartered Accountants (Firm Registration Number: 001595S) as Statutory Auditors of the Company in place ofnMessrs S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W / E300004) and fix their remunerationMoreLess

  12 for0 against

Mutual fund votes, meeting of 28 Jul 2023, 13 fund houses

• Adoption of Standalone and Consolidated Financial Statements

  13 for0 against
• To declare a final dividend of Rs.2.50/- per equity share for the financial year ended March 31, 2023

  13 for0 against
• To appoint a Director in the place of Mr. Anil Kumar Verma, (DIN: 01957168), who retires by rotation and, being eligible, offers himself for re-appointment

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because Anil Kumar Verma serves as a member of the audit committee, despite being an executive director.

  12 for1 against
• Re-appointment of Mrs. Vijaya Sampath (DIN: 00641110) as an Independent Woman Director of the Company for a second term of 5 years

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because Vijaya Sampath serves on a total of more than six public company boards, which could potentially compromise her ability to commit sufficient time to her role in the company.
  • HSBC Mutual FundWe have concerns about overboarding

  11 for2 against

Mutual fund votes, meeting of 29 Jul 2022, 10 fund houses

• Adoption of Standalone and Consolidated Financial Statements as on March 31, 2022.

  ›Against Axis Mutual Fund, Invesco Mutual Fund

  • Axis Mutual FundThe statutory auditor of the company, S R Batiboi & Associates LLP, were appointed as auditors in 2014, however, they have been associated with the group for over 10 years, prior to the business' demerger from the erstwhile Polaris Financial Technology Ltd. Therefore, we raise concerns regarding the independence of the auditor due to firm's association of more than 15 years with the group.
  • Invesco Mutual FundThe statutory auditor of the company, S R Batiboi & Associates LLP, were appointed as auditors in 2014, however, they have been associated with the group for over 10 years, prior to the business’ demerger from the erstwhile Polaris Financial Technology Ltd. Therefore, we raise concerns regarding the independence of the auditor due to firm’s association of more than 15 years with the group

  8 for2 against
• Declaration of dividend of Rs.2.50 per equity share for the financial year ended March 31, 2022.

  10 for0 against
• Re-appointment of director in the place of Mr Andrew Ralph England (DIN 08211307) who retire by rotation and being eligible, offers himself for re-appointment.

  10 for0 against
• Appointment of Mr. Ambrish Pandey Jain (DIN.07068438) as an Independent Director of the company

  10 for0 against