Jindal Steel MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 22 Nov 2025, 31 fund houses

• TO APPROVE AMENDMENT IN JINDAL STEEL AND POWER EMPLOYEE BENEFIT SCHEME 2022

  ›Against Axis Mutual Fund, DSP Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Jio BlackRock Mutual FundThe company proposes to amend certain provisions of the ESOP Scheme 2022, including clauses related to the reference share price, relevant date, employee eligibility, exercise period, exercise price, and other terms. Under the existing scheme, up to 51,000,798 options may be granted; however, the scheme is yet to be implemented. As per the proposed amendments, the exercise price will be decided by the Nomination and Remuneration Committee (NRC) by the formula “Exercise Price = Face value + a premium of 25% to 65% of the Market Price”. Therefore, the exercise price will be at a discount to market price.We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters, and the company has disclosed the targets for such parameters. The vesting will be based on individual performance, longevity of service or other special circumstances – therefore, it is unclear if vesting is purely performance based. We do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a significant discount to the market price on the date of grant. • The company has not specified if vesting of options granted is subject to any performance and there is lack of disclosure of objective performance parameters, weightages, performance targets and thresholds for vesting, if vesting is subject to performance.
  • HDFC Mutual FundESOPs have been granted at a significant discount to market price. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: The company has not specified if vesting of options granted is subject to any performance and there is lack of disclosure of objective performance parameters, weightages, performance targets and thresholds for vesting, if vesting is subject to performance. The vesting period is also very high at 40 years.
  • Kotak Mahindra Mutual FundThe company proposes to amend certain provisions of the ESOP Scheme 2022, including clauses related to the reference share price, relevant date, employee eligibility, exercise period, exercise price, and other terms. Originally , the vesting period is unusually long at 40 years, which neither provided an incentive mechanism nor a retention incentive for employees. Now they are making changes in the same, but still vesting period would be 40 years for many of the beneficiary. It does not fulfil the purpose of ESOPs. Given the reasons including lack of clarity on Exercise price and performance conditions, excessive vesting duration, and discretionary powers retained by the NRC, we do not support the proposed amendments. Hence, we do not support the resolution.
  • Mirae Asset Mutual FundIn line with our internal voting guidelines
  • Sundaram Mutual Fund, Unifi Mutual FundThe company proposes to amend certain provisions of the ESOP Scheme 2022, including clauses related to the reference share price, relevant date, employee eligibility, exercise period, exercise price, and other terms. Under the existing scheme, up to 51,000,798 options may be granted; however, the scheme is yet to be implemented. As per the proposed amendments, the exercise price will be decided by the Nomination and Remuneration Committee (NRC) by the formula “Exercise Price = Face value + a premium of 25% to 65% of the Market Price”. Therefore, the exercise price will be at a discount to market price. We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters, and the company has disclosed the targets for such parameters. The vesting will be based on individual performance, longevity of service or other special circumstances – therefore, it is unclear if vesting is purely performance based. We do not support the resolution.
  • UTI Mutual FundWe do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. The vesting will be based on individual performance, longevity of service or other special circumstances – therefore, it is unclear if vesting is purely performance based. We do not support the resolution.

  20 for11 against
• TO APPROVE THE AMENDMENT TO CLAUSE III (A) OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

  31 for0 against
• TO APPROVE THE APPOINTMENT OF MR. PARIMAL RAI (DIN 00396446) AS AN INDEPENDENT DIRECTOR

  31 for0 against
• TO APPROVE THE REVISION AND INCREASE OF REMUNERATION PAYABLE TO MR. SABYASACHI BANDYOPADHYAY (DIN 10087103), WHOLETIME DIRECTOR OF THE COMPANY

  ›Against DSP Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Unifi Mutual Fund

  • DSP Mutual Fund, Jio BlackRock Mutual FundSabyasachi Bandyopadhyay, 57, is Executive Director. He was with Big River Steel LLC., USA, as the Chief Technology Officer & Chief Strategy Officer prior to joining Jindal Steel Limited in August 2021. He has worked with SAIL, STELCO Inc., Canada, Severstal, Steel Dynamics Inc., USA in the past.He received Rs. 31.8 mn in FY25 (excluding expected long term incentive pay (LTIP) of Rs. 4.0 mn, which will be paid as per LTIP plan). We estimate his annual remuneration at Rs. 52.4 mn excluding ESOPs. His proposed remuneration terms include ESOPs, for which there is no guidance provided, nor is there an absolute cap. Therefore, we are unable to estimate his overall remuneration. The company must cap overall remuneration in absolute amounts and quantify/disclose the stock options that he is eligible to receive. Due to lack of adequate disclosures, we are unable to ascertain his aggregate remuneration therefore we do not support the resolution.We also raise concern that he is a part of the Audit Committee (AC) which could create opportunities for a conflict of interest. We believe the AC must comprise only non-tenured independent directors.
  • Mirae Asset Mutual FundNeed more clarity and disclosure on approvals
  • Unifi Mutual FundSabyasachi Bandyopadhyay, 57, is Executive Director. He was with Big River Steel LLC., USA, as the Chief Technology Officer & Chief Strategy Officer prior to joining Jindal Steel Limited in August 2021. He has worked with SAIL, STELCO Inc., Canada, Severstal, Steel Dynamics Inc., USA in the past. He received Rs. 31.8 mn in FY25 (excluding expected long term incentive pay (LTIP) of Rs. 4.0 mn, which will be paid as per LTIP plan). We estimate his annual remuneration at Rs. 52.4 mn excluding ESOPs. His proposed remuneration terms include ESOPs, for which there is no guidance provided, nor is there an absolute cap. Therefore, we are unable to estimate his overall remuneration. The company must cap overall remuneration in absolute amounts and quantify/disclose the stock options that he is eligible to receive. Due to lack of adequate disclosures, we are unable to ascertain his aggregate remuneration therefore we do not support the resolution. We also raise concern that he is a part of the Audit Committee (AC) which could create opportunities for a conflict of interest. We believe the AC must comprise only non-tenured independent directors.

  27 for4 against
• TO APPROVE THE REVISION AND INCREASE OF REMUNERATION PAYABLE TO MR. DAMODAR MITTAL (DIN 00171650), WHOLETIME DIRECTOR OF THE COMPANY

  ›Against DSP Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Unifi Mutual Fund

  • DSP Mutual Fund, Jio BlackRock Mutual FundDamodar Mittal, 68, is Executive Director. He has been with Jindal Steel Limited for over 34 years. He started his career as a Graduate Engineer Trainee (GET) with the company in 1989.He received Rs. 22.9 mn in FY25. We estimate his annual remuneration at Rs. 30.7 mn excluding ESOPs. His proposed remuneration terms include ESOPs, for which there is no guidance provided, nor is there an absolute cap. Therefore, we are unable to estimate his overall remuneration. The company must cap overall remuneration in absolute amounts and quantify/disclose the stock options that he is eligible to receive. Due to lack of adequate disclosures, we are unable to ascertain his aggregate remuneration therefore we do not support the resolution.
  • Mirae Asset Mutual FundNeed more clarity and disclosure on approvals
  • Unifi Mutual FundDamodar Mittal, 68, is Executive Director. He has been with Jindal Steel Limited for over 34 years. He started his career as a Graduate Engineer Trainee (GET) with the company in 1989. He received Rs. 22.9 mn in FY25. We estimate his annual remuneration at Rs. 30.7 mn excluding ESOPs. His proposed remuneration terms include ESOPs, for which there is no guidance provided, nor is there an absolute cap. Therefore, we are unable to estimate his overall remuneration. The company must cap overall remuneration in absolute amounts and quantify/disclose the stock options that he is eligible to receive. Due to lack of adequate disclosures, we are unable to ascertain his aggregate remuneration therefore we do not support the resolution.

  27 for4 against

Mutual fund votes, meeting of 30 Aug 2025, 29 fund houses

• To consider and adopt (a) 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; (b) Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Report of Auditors thereonMoreLess

  29 for0 against
• To declare final dividend for the financial year ended March 31, 2025

  29 for0 against
• To appoint Mr. Sabyasachi Bandyopadhyay (DIN: 10087103), who retires by rotation and being eligible, has offered himself for re- appointment as a Director

  29 for0 against
• To consider and appoint RSMV and Co., Company Secretaries, as Secretarial Auditors of the Company and fix their remuneration

  29 for0 against
• To ratify the remuneration payable to Shome and Banerjee, Cost Auditors of the Company for the financial year ending March 31, 2026

  29 for0 against

Mutual fund votes, meeting of 18 Jul 2025, 27 fund houses

• To approve the related party transaction(s) with Nalwa Steel and Power Limited

  ›Against ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, UTI Mutual Fund

  • ICICI Prudential Mutual FundRationale for transacting with the particular promoter controlled entity is not clear and hence the AMC has voted against the resoluction.
  • Invesco Mutual FundNalwa Steel and Power Limited (NSPL), holds 0.13% of JSPL’s equity and is part of the promoter group; NSPL’s revenues are largely dependent upon JSPL. The transaction was first proposed for Rs 34.25 bn at JSPL’s 2022 AGM, which was not approved by shareholders. The company then reduced the transaction limit for FY23 to Rs. 25.0 bn which was approved by way of Postal Ballot in December 2022. This limit was reapproved for FY24 by Postal Ballot in June 2023 and for FY25 by Postal Ballot in June 2024. In the past the company has stated that business with NSPL is critical to grow its market share and business volumes. While the board has confirmed that the transactions are at arm’s length, it has benchmarked the pricing based on a relevant price index published by reputed index provider(s) or other competitive market benchmark(s) wherever applicable. Therefore, the company may not use a competitive bidding process to determine pricing. Further, CRISIL’s rating report on NSPL’s outstanding ratings suggests that it enjoys favourable working capital terms, including large customer advances: JSPL is a majority contributor to NSPL’s revenues. We continue to raise concern that the proposed resolution is all-encompassing and seeks shareholder approval for a set of undefined transactions. Given the opacity in the proposed resolution and its intent to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence. Hence, we do not support the resolution
  • Mirae Asset Mutual Fundas per advisory recommendation (Passive voting)
  • UTI Mutual FundJSPL is a majority contributor to NSPL’s revenues. We continue to raise concern that the proposed resolution is all-encompassing and seeks shareholder approval for a set of undefined transactions. Given the opacity in the proposed resolution and its intent to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence. Hence, we do not support the resolution.

  23 for4 against
• To approve the Related Party Transaction(s) with Jindal Saw Limited

  27 for0 against
• To approve the Related Party Transaction(s) with Jindal Global Trading DMCC (Formerly known as Vulcan Commodities DMCC)

  ›Against Kotak Mahindra Mutual Fund

  • Kotak Mahindra Mutual FundJindal Global Trading DMCC s sales to JSPL form a small portion of the overall coal sales volumes of the company and similarly form less than 20% of coal procurement volumes for JSPL. The aggregate value of purchases in FY24 and FY25 from Jindal Global Trading DMCC was Rs. 11.5 bn and Rs. 12.2 bn respectively, we recognize that transactions with Jindal Global Trading DMCC provide additional flexibility in sourcing coking coal. Though compliant with law, this resolution enables JSPL to procure its key raw materials from Jindal Global Trading DMCC (Formerly known as Vulcan Commodities DMCC) where JSPL may not have 100% ownership or promoters may have part ownership. Moreover, we still don t have the clarity on the ownership. On basis of the above rationale, voting against.

  26 for1 against
• To approve the Related Party Transaction(s) between Jindal Steel Odisha Limited and Nalwa Special Steel Limited

  ›Against ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, UTI Mutual Fund

  • ICICI Prudential Mutual FundRationale for transacting with the particular promoter controlled entity is not clear and hence the AMC has voted against the resoluction.
  • Invesco Mutual FundNalwa Special Steel Limited (NSSL) is a wholly owned subsidiary of Nalwa Steel and Power Limited (NSPL) and NSPL holds 0.13% of JSPL’s equity and is part of the promoter group. Jindal Steel Odisha Limited is a wholly owned subsidiary of JSPL. Jindal Steel Odisha Limited (JSOL) has started the production of hot rolled coils during FY24 and has a capacity of 6 MTPA. NSSL has a capacity of making 0.6 MTPA pipes for which HR coils are a prime raw material which can be supplied by JSOL. JSOL is contracting volumes ~ 5% of its total HSM capacity of 6 MTPA to NSSL. However, other than sales, the related party transactions entered into between NSSL and JSOL (100% subsidiary of JSPL) involves purchase of steel and steel products by JSOL from NSSL. Given the proposed resolution intends to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence. Hence, we do not support the resolution
  • Kotak Mahindra Mutual FundNalwa Special Steel Limited (NSSL) is a wholly owned subsidiary of Nalwa Steel and Power Limited (NSPL) and NSPL holds 0.13% of JSPL s equity and is part of the promoter group. Nalwa Special Steel Limited is a wholly owned subsidiary of Nalwa Steel and Power Limited which is 90% owned by promoters and rest of the shareholding is unknown. JSOL is contracting volumes ~ 5% of its total HSM capacity of 6 MTPA to NSSL. However, other than sales, the related party transactions entered into between NSSL and JSOL (100% subsidiary of JSPL) involves purchase of steel and steel products by JSOL from NSSL. Given the proposed resolution intends to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence. Hence, we do not support the resolution.
  • Mirae Asset Mutual Fundas per advisory recommendation (Passive voting)
  • UTI Mutual FundThe related party transactions entered into between NSSL and JSOL (100% subsidiary of JSPL) involves purchase of steel and steel products by JSOL from NSSL. Given the proposed resolution intends to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence. Hence, we do not support the resolution.

  22 for5 against
• To approve change of the name of the Company and consequent alteration to Memorandum of Association and Articles of Association

  27 for0 against
• To approve amendment(s) in Jindal Steel and Power Employee Benefit Scheme 2022

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential 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, SBI Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundThe proposed amendments are a deterioration from past practice. The amendments seek to provide increased flexibility to the NRC to decide the exercise price and vesting criteria. Therefore, we are not able to determine if the scheme contours align with the interests of investors and employees. The vesting period is unusually long at 40 years, which neither provides an incentive mechanism nor a retention incentive for employees. The NRC has discriminatory powers to change the vesting criteria for individual employees. Further, the NRC has the power to re-price the grants made under the Scheme in the future. Given the reasons including lack of clarity on Exercise price and performance conditions, excessive vesting duration, and discretionary powers retained by the NRC, we do not support the proposed amendments. Hence, we do not support the resolution.
  • Angel One Mutual FundNon-Disclosure of Exercise Price/ Pricing Formula; Absolute Discretion to Nomination and Remuneration Committee to determine Exercise Price. Non-Disclosure of Exercise Period. Governance concern: Extended vesting period up to 40 years, is very long.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNon-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price/ Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Non-Disclosure of Exercise Period as per SEBI Regulations Governance concern: Extended vesting period up to 40 years, is very long period.
  • Franklin Templeton Mutual FundA vote AGAINST the proposal is warranted because: • The modification permits NRC to determine the exercise price which provides them with discretion to be grant stock options at discount to the market price on the grant date. • There is no clarity on the exercise period. Exercise period has a notional impact on the cost of the scheme, and therefore concerns are raised on lack of disclosure. • The stock options may be linked to certain performance conditions for vesting and company has failed to provide details on the performance conditions, vesting thresholds and targets. • Stock options can purely follow a time based vesting schedule without performance conditions. • The NRC has discretion to reprice the stock options granted due to unattractive market price, which would lead to employee rewards not being consistent with the shareholder experience. There is no information on other situations when such repricing power can be exercised by the board/NRC.
  • HDFC Mutual FundESOPS may be granted at a deep discount to market price. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the proposal is warranted because: There is no clarity on the exercise period. Exercise period has a notional impact on the cost of the scheme, and therefore concerns are raised on lack of disclosure. The stock options may be linked to certain performance conditions for vesting and company has failed to provide details on the performance conditions, vesting thresholds and targets. Stock options can purely follow a time based vesting schedule without performance conditions. The NRC has discretion to reprice the stock options granted due to unattractive market price, which would lead to employee rewards not being consistent with the shareholder experience. There is no information on other situations when such repricing power can be exercised by the board/NRC.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to lack of clarity and granular details.
  • Invesco Mutual FundThe proposed amendments are a deterioration from past practice. The amendments seek to provide increased flexibility to the NRC to decide the exercise price and vesting criteria. Therefore, we are not able to determine if the scheme contours align with the interests of investors and employees. The vesting period is unusually long at 40 years, which neither provides an incentive mechanism nor a retention incentive for employees. The NRC has discriminatory powers to change the vesting criteria for individual employees. Further, the NRC has the power to re-price the grants made under the Scheme in the future. Given the reasons including lack of clarity on Exercise price and performance conditions, excessive vesting duration, and discretionary powers retained by the NRC, we do not support the proposed amendments. Hence, we do not support the resolution
  • Kotak Mahindra Mutual FundThe amendments seek to provide increased flexibility to the NRC to decide the exercise price and vesting criteria. Further, the NRC has the power to re-price the grants made under the Scheme in the future. Moreover, the vesting period is unusually long at 40 years, which neither provides an incentive mechanism nor a retention incentive for employees. Given the reasons including lack of clarity on Exercise price and performance conditions, excessive vesting duration, and discretionary powers retained by the NRC, we do not support the proposed amendments. Hence, voting against.
  • LIC Mutual FundConcerns over Non-Disclosure of Exercise Price/ Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Non-Disclosure of Exercise Period as per SEBI Regulations Governance concern: Extended vesting period up to 40 years, is very long period.
  • Mirae Asset Mutual Fundas per advisory recommendation (Passive voting)
  • Nippon India Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Broad Discretion to NRC to determine Exercise Price.
  • PPFAS Mutual FundNon-Disclosure of Exercise Price, Exercise Period as per SEBI Regulations; NRC discretion to determine Exercise Price & Exercise Period; long vesting period upto 40 years
  • UTI Mutual FundThe amendments seek to provide increased flexibility to the NRC to decide the exercise price and vesting criteria. Therefore, we are not able to determine if the scheme contours align with the interests of investors and employees. The vesting period is unusually long at 40 years, which neither provides an incentive mechanism nor a retention incentive for employees. The NRC has discriminatory powers to change the vesting criteria for individual employees. Further, the NRC has the power to re-price the grants made under the Scheme in the future. Given the reasons including lack of clarity on Exercise price and performance conditions, excessive vesting duration, and discretionary powers retained by the NRC, we do not support the proposed amendments.

  5 for22 against

Mutual fund votes, meeting of 30 Aug 2024, 27 fund houses

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

• To consider and adopt (a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon; (b) Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Report of Auditors thereonMoreLess

  26 for0 against
• To declare final dividend for the financial year ended March 31, 2024

  26 for0 against
• To appoint Mr. Damodar Mittal (DIN:00171650), who retires by rotation and being eligible, has offered himself for re- appointment as a Director

  27 for0 against
• To ratify the remuneration of Cost Auditors for the Financial Year ending March 31, 2025

  6 for0 against

Mutual fund votes, meeting of 8 Jun 2024, 27 fund houses

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

• To approve the related party transaction(s) with Nalwa Steel and Power Limited

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundNalwa Steel and Power Limited (NSPL), holds 0.13% of JSPL’s equity and is part of the promoter group; NSPL’s revenues are largely dependent upon JSPL. The transaction was first proposed for Rs 34.25 bn at JSPL’s 2022 AGM, which was not approved by shareholders. The company then reduced the transaction limit for FY23 to Rs. 25.0 bn and obtained a fresh approval by way of Postal Ballot in December 2022. This limit was reapproved for FY24 by Postal Ballot in June 2023. In the past the company has stated that business with NSPL is critical to grow its market share and business volumes. We raise concern that the management has not disclosed any effort to find an alternate supplier to NSPL. While the board has confirmed that the transactions are at arm’s length, CRISIL’s rating report on NSPL’s outstanding ratings suggest that it enjoys favourable working capital terms, including large customer advances: JSPL is a majority contributor to NSPL’s revenues. We continue to raise concern that the proposed resolution is all-encompassing and seeks shareholder approval for a set of undefined transactions. Given the opacity in the proposed resolution and its intent to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence.
  • ICICI Prudential Mutual FundMr. Nalwa Steel and Power Limited, holds 0.13% of Jindal Steel & Power Limited’s (JSPL) equity and is part of the promoter group; Nalwa Steel and Power Limited’s revenues are largely dependent upon JSPL. The concern is that the management has not disclosed any effort to find an alternate supplier to Nalwa Steel and Power Limited. While the board has confirmed that the transactions are at arm’s length, CRISIL’s rating report on NSPL’s outstanding ratings suggest that it enjoys favourable working capital terms, including large customer advances. Rationale for transacting with the particular promoter controlled entity is unclear and hence, the AMC has voted against the resolution.
  • Invesco Mutual FundNalwa Steel and Power Limited (NSPL), holds 0.13% of JSPL’s equity and is part of the promoter group; NSPL’s revenues are largely dependent upon JSPL. The transaction was first proposed for Rs. 34.25 bn at JSPL’s 2022 AGM, which was not approved by shareholders. The company then reduced the transaction limit for FY23 to Rs. 25.0 bn and obtained a fresh approval by way of Postal Ballot in December 2022. This limit was reapproved for FY24 by Postal Ballot in June 2023. In the past the company has stated that business with NSPL is critical to grow its market share and business volumes. We raise concern that the management has not disclosed any effort to find an alternate supplier to NSPL. While the board has confirmed that the transactions are at arm’s length, CRISIL’s rating report on NSPL’s outstanding ratings suggest that it enjoys favourable working capital terms, including large customer advances: JSPL is a majority contributor to NSPL’s revenues. We continue to raise concern that the proposed resolution is all-encompassing and seeks shareholder approval for a set of undefined transactions. Given the opacity in the proposed resolution and its intent to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence.

  20 for6 against
• To approve the related party transaction(s) with Vulcan Commodities DMCC

  ›Against Kotak Mahindra Mutual Fund

  • Kotak Mahindra Mutual FundThough compliant with law. This resolution enables JSPL to procure its key raw materials from Vulcan Commodities (erstwhile Al-General) where JSPL may not have 100% ownership or promoters may have part ownership, we still don t have this clarity on ownership. In our opinion, this is not a good governance practice, hence voting against.

  25 for1 against
• To approve the related party transaction(s) with Jindal Saw Limited

  24 for0 against
• To approve the related party transaction(s) with respect to corporate guarantee to be issued on behalf of Jindal Paradip Port Limited

  ›Against ICICI Prudential Mutual Fund, Navi Mutual Fund

  • ICICI Prudential Mutual FundJindal Steel and Power Ltd (JSPL) proposes to provide a corporate guarantee of up to Rs. 28.54 billion encompassing the total committed amount during the project's tenure, to lenders of Jindal Paradip Port Limited (JPPL), to secure term loans and performance bank guarantees of JPPL. JSPL has obtained a counter guarantee covering 49% of the total amount from the JV partner, Jindal Port Private Limited (JPort). JPort’s financials for FY2023 do not support the counter guarantee of Rs ~14.0 billion. JSPL has intimated that pursuant to the agreement entered amongst Lenders, JPort, JPPL, JSPL and a promoter group company, in an unlikely event of any default by JPPL, where JPort is unable to meet its share of obligations, that promoter group company which has adequate net worth, has committed to meet such shortfall. There is lack of clarity in this case and hence, the AMC has voted against the resolution.
  • Navi Mutual FundJSPL has entered into a Joint Venture (JV) with Jindal Port Private Limited (JPort) for the development of Western Dock at Paradip on BOT basis for 30 years in the name of Jindal Paradip Port Limited (JPPL). JSPL has a 51% stake in the JV with a balance of 49% being held by JPort (which was incorporated in July 2021 and is a promoter controlled entity). JSPL proposes to provide a corporate guarantee of up to Rs. 28.54 bn encompassing the total committed amount during the project's tenure, to lenders of JPPL, to secure term loans and performance bank guarantees of JPPL. JSPL has obtained a counter guarantee covering 49% of the total amount from the JV partner, JPort. JSPL proposes to charge guarantee commission (~0.5%) to JPPL at an arm’s length price. Paradip Port is strategic as it is the closest port to JSPL’s units. . JSPL must provide better disclosures with respect to the nature of the relationship between JPort, JSPL, and its promoter group. It must be noted that JPort’s financials for FY23 do not support the counter guarantee of Rs ~14.0 bn: the company’s networth as on 31 March 2023 was Rs 2.4 mn. JSPL must clarify how JPort would honour its counter guarantee if invoked.

  24 for2 against
• To approve the related party transaction(s) between Jindal Steel Odisha Limited and Jindal Saw Limited

  24 for0 against
• To approve the related party transaction(s) between Jindal Steel Odisha Limited and Nalwa Special Steel Limited

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundNalwa Special Steel Limited (NSSL) is a wholly owned subsidiary of Nalwa Steel and Power Limited (NSPL) and NSPL holds 0.13% of JSPL’s equity and is part of the promoter group. Jindal Steel Odisha Limited is a wholly owned subsidiary of JSPL. Jindal Steel Odisha Limited (JSOL) has started the production of hot rolled coils during FY24 and has a capacity of 6 MTPA. NSSL has a capacity of making 0.6 MTPA pipes for which HR coils are a prime raw material which can be supplied by JSOL. JSOL is contracting volumes ~ 5% of its total HSM capacity of 6 MTPA to NSSL. However other than sales, the related party transactions entered into between NSSL and JSOL (100% subsidiary of JSPL) involves purchase of steel and steel products by JSOL from NSSL. Given the opacity in the proposed resolution and its intent to increase operational reliance on the promoter group, we are unable to support it. We do not support business adjacencies being held in promoter-controlled companies, especially in circumstances that create operational dependence.
  • ICICI Prudential Mutual FundNalwa Special Steel Limited is a wholly owned subsidiary of Nalwa Steel and Power Limited. Nalwa Steel and Power Limited, holds 0.13% of JSPL’s equity and is part of the promoter group; Rationale for transacting with the particular promoter controlled entity is unclear and hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundThe proposed resolution will increase JSPL s related party transaction quantum further, which is already on the higher side. Nalwa Special Steel Limited is a wholly owned subsidiary of Nalwa Steel and Power Limited which is 90% owned by promoters and rest of the shareholding is unknown. JSPL in its rationale stated India s HRC steel capacity slated to rise 25mnt in next couple of years leading to overcapacity, hence rerouting some of its upcoming capacity to downstream use through its proposed deal. This, in our opinion, does not justify increase in related party transaction. Hence voting against.

  18 for6 against

Mutual fund votes, meeting of 28 Aug 2023, 21 fund houses

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

• To consider and adopt a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 and the reports of Board of Directors and Auditors thereon; (b)Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 and the report of Auditors thereonMoreLess

  20 for0 against
• To declare final dividend for the Financial Year 2022-23

  20 for0 against
• To appoint Mr. Naveen Jindal (DIN: 00001523), who retires by rotation and being eligible, offers himself for re- appointment as a Director

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundComplaint with law: Governance concern: Executive Chairman. Concentration of power in the hands of a single person. Remuneration is skewed in favor of Promoter Director.

  17 for3 against
• To appoint Mr. Ramkumar Ramaswamy (DIN: 09675055), who retires by rotation and being eligible, offers himself for re- appointment as a Director

  20 for0 against
• To ratify the remuneration of Cost Auditors for the Financial Year ending March 31, 2024

  6 for0 against