Jindal Worldwide MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 15 Feb 2025, 4 fund houses

• To Consider and approve for Increase in Authorized Share Capital and Consequent Alteration to the Capital Clause of the Memorandum of Association of the Company.

  4 for0 against
• TO CONSIDER AND APPROVE FOR ISSUANCE OF BONUS EQUITY SHARES

  4 for0 against

Mutual fund votes, meeting of 16 Sep 2024, 5 fund houses

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

• To consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the FY ended on 31st March, 2024 together with the Report of the Board of Directors and Report of the Statutory Auditors thereonMoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundUnqualified financial statements. Governance Concern: Significant financial statements are not audited by the Principal auditors of the Company.
  • ICICI Prudential Mutual FundThe AMC is concerned over the quality of audit conducted since the statutory auditor, Ravi Karia & Associates, is a sole proprietorship and may not have the requisite scale to audit a company of this size. Hence, the AMC has voted against the resolution.

  1 for4 against
• To declare Final Dividend @ 20% on Paid Up Equity Share Capital (i.e. Rs. 0.20 per equity share) for the FY 2023-2024

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundSignificant Standalone financials Statements are not audited by other auditors. Concern linked with Resolution #1.

  2 for3 against
• Re-appointment of Mr. Amit Agrawal (DIN: 00169061), Vice-Chairman & Managing Director as a Director liable to retire by rotation under Section 152 of the Companies Act, 2013

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Holding two full time positions in unrelated business.

  2 for3 against
• To consider ratification of remuneration of Cost Auditors of the Company for the FY 2024-2025

  5 for0 against
• To consider and approve for giving authorization to Board of Directors under Section 180(1)(c) of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 Crores

  ›Against Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with the law. Governance Concern: Majority of the borrowing limit is unutilized and absence of specific reasons for the proposed increase.
  • HDFC Mutual FundThere is a lack of clarity on the entities to whom the support may be provided
  • ICICI Prudential Mutual FundAs on March 31, 2024, the total outstanding consolidated debt was `8.8 billion. Given the company’s existing borrowing limit of `16.0 billion, the company has enough headroom for raising incremental debt. As on March 31, 2024, the company’s consolidated debt metrics stood at debt/EBITDA of 4.9x and debt/equity of 1.2x. Further, as on March 31, 2024, the company had outstanding corporate guarantees of `5.9 billion (`1.1 billion to subsidiaries and `4.8 to other body corporates). Therefore, it is unclear if the increase in borrowing limit sought includes non-fund based facilities. Hence, the AMC has voted against the resolution.

  0 for4 against
• To consider and approve for giving authorization to Board of Directors under Section 180(1)(a) of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 Crores

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with the law. Governance Concern: Majority of the borrowing limit is unutilized and absence of specific reasons for the proposed increase.

  2 for2 against
• To consider and approve for giving authorization to Board of Directors to advance any loan, give any guarantee or to provide any security to all such person specified under Section 185 of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 CroresMoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-compliant: Non-disclosure of full particulars of proposed recipient (s) as required under Section 185 of Companies Act, 2013.
  • HDFC Mutual FundThere is a lack of clarity on the entities to whom the support may be provided
  • ICICI Prudential Mutual FundThe company seeks shareholder approval to grant loans / guarantees / provide securities of upto `30.0 billion. The shareholders in November 2021 through postal ballot had approved a limit of `15.0 billion under Section 185 of the Companies Act, 2013. The AMC is concerned that this is an enabling approval, and it allows the company to provide financial support to promoter entities and companies with common directorships. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to justify the transaction limit sought. In light of lack of adequate disclosures, the AMC has voted against the resolution.

  0 for5 against
• To consider and approve for giving authorization to Board of Directors under Section 186 of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 Crores

  ›Against Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Inadequate disclosure & Transparency concern regarding proposed recipient (s).
  • HDFC Mutual FundThere is a lack of clarity on the entities to whom the support may be provided
  • ICICI Prudential Mutual FundAs disclosed in the notice, in view the future plans of the company, to fulfill long term strategic and business objectives, to achieve greater financial flexibility and to enable optimal financing structure, the company seeks to provide inter-corporate loans and issue guarantees / securities to persons or bodies corporate, from time to time. The shareholders in November 2021 through postal ballot had approved a limit of `15.0 billion under Section 186 of the Companies Act, 2013. As per the FY2024 annual report, the company has outstanding guarantees of ` 5.9 billion as of March 31, 2024. This is an enabling approval, and it allows the company to provide financial support to promoter entities and companies with common directorships. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to justify the transaction limit sought. In light of lack of adequate disclosures, the AMC has voted against the resolution.

  0 for4 against
• To consider and approve Re-Appointment of Mr. Rajesh Jain (DIN: 00209896) as a Non-Executive Independent Director of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on the merits of the proposed appointee. Governance Concern: Ex-executive position in the Company; Minimum Cooling off period of 3 years not served, Prolonged Association with the Company & Chairperson of both AC & NRC.
  • HDFC Mutual FundAs he was on the board as a Non Executive Non Independent Director, we do not consider him independent
  • ICICI Prudential Mutual FundRajesh Jain is former Executive Director of Jindal Worldwide Limited. He was executive Director on the board of Jindal Worldwide Limited from September 2, 2006 till May 27, 2017, when he was re-designated as Non-Executive Non-Independent Director. He was re-designated as Independent Director. Since he has more than 10 years of association with the company consider him to be non-independent. Hence, the AMC has voted against the resolution.

  0 for5 against

Mutual fund votes, meeting of 9 Apr 2024, 4 fund houses

• Appointment of Ms. Deepa Kunal Maniar (DIN: 08583933) as Non-Executive Independent Director of the Company

  4 for0 against
• Appointment of Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as Non-Executive Independent Director of the Company

  4 for0 against

Mutual fund votes, meeting of 5 Jan 2024, 4 fund houses

• TO APPROVE RAISING OF FUNDS AND ISSUANCE OF SECURITIES BY THE COMPANY.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: Significant dilution. No specific justification.

  2 for2 against

Mutual fund votes, meeting of 7 Aug 2023, 6 fund houses

• To consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2023 together with the Report of the Board of Directors and Report of the Statutory Auditors thereonMoreLess

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundUnqualified financial statements. Governance Concern: Significant financial statements are not audited by the Principal auditors of the Company. No assurance of them relying on the work of the other auditors.
  • Nippon India Mutual FundSignificant Standalone financials Statements are not audited by other auditors

  4 for2 against
• To declare Final Dividend @ 20% on paid up Equity Share Capital (i.e. Rs. 0.20 per equity share) for the Financial Year 2022-2023.

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundSignificant Standalone financials Statements are not audited by other auditors. Concern linked with Resolution #1.
  • Nippon India Mutual FundSignificant Standalone financials Statements are not audited by other auditors

  4 for2 against
• To appoint a Director in place of Mr. Vikram Oza (DIN: 01192552), who retires by rotation and being eligible, offers himself for re-appointment

  ›Against HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • HDFC Mutual FundMr Vikram Oza is in full time employment with the company and therefore, there is lack of clarity on him holding a non executive directorship
  • ICICI Prudential Mutual FundVikram Oza is the CFO of Jindal Worldwide Limited and by virtue of which he is a KMP in full-time employment with the Company. There is lack of clarity on him holding a directorship in the same company. Hence, the AMC has voted against the said resolution.
  • Motilal Oswal Mutual FundAppointment of Chief Financial Officer as Non-Executive Director is not in accordance with law. Governance Concern: Mr. Oza has failed in discharging his duty as Chartered Accountant on the Board of the Company.
  • Nippon India Mutual FundAppointment as NED
  • SBI Mutual FundVikram Oza, 64, is the Chief Financial Officer of Jindal Worldwide Limited. He is a Chartered Accountant with three decades of experience in financial and management accounting, commercial finance, taxation, treasury and corporate restructuring. He has been on the board since 1 November 2006 and has attended all five board meetings held in FY23. However, we understand that Vikram Oza is a key managerial personnel in full-time employment with the company and therefore, there is lack of clarity on him holding a non-executive directorship. As he is employed full time in thecompany, shareholders’ approval should be obtained for his appointment and remuneration.

  1 for5 against
• To consider and approve appointment of M/s. Ravi Karia & Associates, (FRN: 157029W), Chartered Accountants, Ahmedabad, as Statutory Auditors of the Company and to fix their remuneration

  ›Against ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • ICICI Prudential Mutual FundThe company proposes to appoint Ravi Karia & Associates as statutory auditors for two years starting from conclusion of 2023 AGM. In ICAI’s list of firms dated April 1, 2022, Ravi Karia & Associates was listed as a sole proprietorship firm. However, according to the notice, it is a partnership firm. Even if the proposed auditors were subsequently converted to a partnership, the AMC doesnot believe Ravi Karia & Associates has the requisite experience to audit a listed company of the size of Jindal Worldwide Limited.
  • Motilal Oswal Mutual FundNon-Compliant with the Companies Act, 2013: Appointment proposed for 2 years against legal requirement of 5 years.
  • Nippon India Mutual FundProposed appointment of auditor is for 2 years instead of 5 years
  • SBI Mutual FundSaremal & Co have completed their tenure of six years as statutory auditors. Jindal Worldwide limited proposes to appoint Ravi Karia & Associates as statutory auditors for two years starting from conclusion of 2023 AGM. The audit fee proposed for FY24 is Rs. 0.6 mn, excluding reimbursement of expenses and applicable taxes. Saremal & Co were paid an audit fee of Rs 0.8 mn for FY23.In ICAI’s list of firms dated 1 April 2022, Ravi Karia & Associates was listed as a sole proprietorship firm. However, according to the notice, it is a partnership firm. Even if Ravi Karia & Associates were subsequently converted to a partnership, we do not believe Ravi Karia & Associates has the requisite experience to audit a listed company of the size of Jindal Worldwide Limited.Further, the proposed reappointment for two years is not in line with Section 139 (1) of Companies Act 2013, which states that auditors must be appointed for a period of five years.

  2 for4 against
• Ratification of remuneration of Cost Auditors for the F.Y. 2023-2024

  6 for0 against