Jaiprakash Power Ventures MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Jul 2026, 8 fund houses so far (houses' deadline to file 15 Oct 2026)

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

• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2026, Auditors Report thereon together with the Report of the Board of Directors.MoreLess

  ›Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund

  • Angel One Mutual Fund, Edelweiss Mutual Fund, Navi Mutual FundGovernance Concern: Statutory Auditors have given Qualified opinion on Standalone and Consolidated financial statements of the Company and has identified material weakness in internal financial controls; however, the management has not adequately addressed the same. Shareholders are requested to seek clarification from the Company / Board on matters before making a voting decision.
  • DSP Mutual Fund, Jio BlackRock Mutual FundWe have relied upon the auditors’ report, which has qualified the financial statements wherein the company has not carried out fair valuation of corporate guarantee provided to Jaiprakash Associates Limited (JAL) and non-compliance of SEBI circular applicable for RPTs. Further, company has received legal demand and recall notice from SBI against corporate guarantee provided by the Company and no provision against corporate guarantees has been made in these financial statements. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the Company’s advance of Rs. 57.8 mn to JAL remains unprovided, with claims filed before the Resolution Professional. The auditors also qualified the statements for non-provisioning of a Rs. 57.0 bn recompense claim by ICICI Bank and the inappropriate recognition of Minimum Alternate Tax (MAT) credit of Rs. 2,659.6 mn, which overstates the net profit. The impact of these matters has been considered unascertainable by management at this stage. The internal financial controls are also qualified due to the above reasons. The auditors have also raised Emphasis of Matters regarding disputed trade receivables and payables, tax dues, pending confirmations and reconciliations of certain secured and unsecured borrowings, and a Delhi High Court order directing a Rs. 2.5 bn deposit for an arbitral dispute. Additionally, they have raised Emphasis of Matters on four subsidiaries regarding material uncertainty over their ability to continue as going concerns. The auditors have also highlighted demand notices from the Department of Mines & Geology (DMG) amounting to Rs. 85.6 bn concerning alleged illegal sand extraction, which the Company contests. Furthermore, SEBI has imposed penalties on the Company, four Directors, the Managing Director & CEO, and the CFO for alleged non-compliances with accounting standards and related party transaction norms. Further, the Secretarial Auditors have observed that the Company's Chairman is currently in judicial custody under the Prevention of Money Laundering Act (PMLA), alongside stock exchange fines for board composition non-compliances. We also note that the auditors have highlighted certain issues with the audit trail. Given the qualified financial statements, we are unable to support the resolution.

  3 for5 against
• To ratify the remuneration of the Cost Auditors for the Financial Year ending 31st March, 2027.

  3 for0 against
• To consider the appointment of Shri Savan Jayendra Patel (DIN: 02687808) as an Executive Director designated as Whole-time Director of the Company.

  ›Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, SBI Mutual Fund

  • Angel One Mutual FundThe Company is non-compliant with SEBI Listing Regulations and SS-2 disclosure requirements, as relevant information is not made available in the Notice of the proposed appointment.
  • DSP Mutual Fund, Jio BlackRock Mutual FundSavan Patel, 52, is Chief Commercial Officer of Adani Power Limited. The company proposes to appoint him as Executive Director designated as Whole Time Director for three years from 22 May 2026. He joined the Adani group in 1988 and has nearly three decades of experience within the group. The company has disclosed that his remuneration as Whole Time Director for the proposed tenure will be fixed at nil remuneration from Jaiprakash Power Ventures Limited. We raise concern that he is also the Chief Commercial Officer of Adani Power Limited – a listed promoter group company. We do not support (re)appointment of professional Executive Directors holding multiple executive roles unless the companies have a holding-subsidiary relationship. Further, we believe shareholders must have a say in approving remuneration for all Executive Directors. We believe directors’ pay must be aligned and linked to the performance of the company where they are directly responsible for driving the business. We do not support the resolution.
  • Edelweiss Mutual Fund, Navi Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: The Company is non-compliant with SEBI Listing Regulations and SS-2 disclosure requirements, as relevant information is not made available in the Notice of the proposed appointment.
  • SBI Mutual FundSavan Patel, 52, is Chief Commercial Officer of Adani Power Limited. The company proposes to appoint him as Executive Director designated as Whole Time Director for three years from 22 May 2026. He joined the Adani group in 1988 and has nearly three decades of experience within the group. The company has disclosed that his remuneration as Whole Time Director for the proposed tenure will be fixed at nil remuneration from Jaiprakash Power Ventures Limited. We raise concern that he is also the Chief Commercial Officer of Adani Power Limited – a listed promoter group company. We do not support (re)appointment of professional Executive Directors holding multiple executive roles unless the companies have a holding-subsidiary relationship. We do not support the resolution.

  2 for6 against
• To consider the appointment of Shri Jayadeb Nanda (DIN: 06578925) as a Non-Executive, Non-Independent Director of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundThe Company is non-compliant with SEBI Listing Regulations and SS-2 disclosure requirements, as relevant information is not made available in the Notice of the proposed appointments.
  • Edelweiss Mutual Fund, Navi Mutual FundNo concern on the merits of appointees. Non-Compliance: The Company is non-compliant with SEBI Listing Regulations and SS-2 disclosure requirements, as relevant information is not made available in the Notice of the proposed appointments.

  5 for3 against
• To consider the appointment of Shri Naresh Telgu (DIN: 01994368) as a Non-Executive, Non-Independent Director of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundThe Company is non-compliant with SEBI Listing Regulations and SS-2 disclosure requirements, as relevant information is not made available in the Notice of the proposed appointments.
  • Edelweiss Mutual Fund, Navi Mutual FundNo concern on the merits of appointees. Non-Compliance: The Company is non-compliant with SEBI Listing Regulations and SS-2 disclosure requirements, as relevant information is not made available in the Notice of the proposed appointments.

  5 for3 against
• To appoint Smt. Shruti Anup Shah (DIN: 08337714) as an Independent Director of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Excessive time commitments – The Director holds Directorship Positions in 7 Listed Companies while also working as a Partner (Full-Time) at a CA Firm. She also holds 9 Committee Positions across the Listed Entities, along with 4 Chairperson Positions as well. Such time-commitments may affect the Director’s capabilities to devote sufficient time towards the affairs of the Company.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with Law. No concern on merits of appointee. Governance Concern: Excessive time commitments – The Director holds Directorship Positions in 7 Listed Companies while also working as a Partner (Full-Time) at a CA Firm. She also holds 9 Committee Positions across the Listed Entities, along with 4 Chairperson Positions as well. Such time-commitments may affect the Director’s capabilities to devote sufficient time towards the affairs of the Company.

  5 for3 against
• To appoint Shri. Jayant Misra (DIN: 11277894) as an Independent Director of the Company.

  8 for0 against
• To appoint Shri Mukesh M. Shah (DIN:00084402) as an Independent Director of the Company.

  ›Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Proposed term will lead to prolonged association with the Group of more than 10 years.
  • DSP Mutual Fund, Jio BlackRock Mutual FundMukesh Shah, 73, is Founder and Managing Partner, Mukesh M. Shah & Co, an audit firm. He has over three decades of experience in finance and corporate advisory. He has been associated with Chartered Accountants Association, Ahmedabad and ITAT Bar Association, Ahmedabad. He is an M.Com., LLB and a Chartered Accountant. He has been a director on various Adani Group companies since August 2016. We will consider his overall association with the Adani Group while computing his tenure. He will complete ten years of association with the Adani Group before the proposed tenure. We do not support rotation of tenured Independent Directors within the group as we believe that this is not in line with the spirit of the regulations. Thus, we do not support his appointment as an Independent Director.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. No concern on merits of proposed appointee. Governance Concern: Proposed term will lead to prolonged association with the Group of more than 10 years.

  3 for5 against
• To consider payment of Remuneration by way of Commission to former Executive Directors who served in the financial year 2025-26.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Material governance lapse by Executive Directors.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Material governance lapse by Executive Directors.
  • ICICI Prudential Mutual FundDue to lapses in the organisation during the tenure of Executive Directors, the AMC has voted against the resolution.

  1 for4 against
• To consider payment of Remuneration by way of Commission to Non-Executive Directors, including former Non- Executive Directors, who served in the financial year 2025-26.

  ›Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Material governance lapse by Non-Executive Chairman.
  • DSP Mutual FundAt the 2025 AGM, the company sought shareholder approval to pay commission to Non-Executive Directors including Independent Directors for FY26, up to 1.0% of net profits of FY25 – comprising Rs. 1.0 mn for each Independent Director and Rs. 20.0 mn for former Non-Executive Non-Independent Director Manoj Gaur. The company now seeks shareholders’ approval to pay commission to Non-Executive Directors up to 1.0% of net profits of FY26 – comprising Rs. 2.0 mn for each Independent Director who served in FY26 and Rs. 40.0 mn for former Non-Executive Non-Independent Director Manoj Gaur. In the last five years, the aggregate remuneration to Non-Executive Directors ranged between 0.02% - 0.39% of standalone PBT and commission was paid only in FY25 and FY26 and aggregate commission to Non-Executive Directors ranged between 0.2% - 0.3% of standalone PBT. The proposed commission to Independent Directors is reasonable and in line with market practices. Additionally, the absolute amount is capped at Rs. 1.0 mn for each independent director. However, we do not support the commission proposed to Major Gaur (see resolution #11). Our view on this resolution is linked to our view on resolution #11. Given this, we do not support the resolution.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Material governance lapse by Non-Executive Chairman.
  • ICICI Prudential Mutual FundDue to lapses in the organisation during the tenure of NED-Chairman, the AMC has voted against the resolution.

  2 for5 against
• To consider payment of Remuneration by way of Commission to one former Non- Executive Director exceeding fifty percent of Commission payable to all Non- Executive Directors.

  ›Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Material governance lapse by Non-Executive Chairman.
  • DSP Mutual Fund, Jio BlackRock Mutual FundManoj Gaur, 61, is former Non-Executive Non-Independent Chairperson and promoter. At the 2025 AGM, the company sought shareholder approval to pay him commission of Rs. 20.0 mn for FY25 to be paid in FY26. The company now seeks to pay him commission of Rs. 40.0 mn, in excess of 50% of the total remuneration payable to all the non-executive directors. We raise concerns over the qualified opinion raised by auditors on financial statements of FY26 pertaining to corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, Jaiprakash Associates Limited (JAL, group company) has been admitted into Corporate Insolvency Resolution Process (CIRP) and the company’s advance of Rs. 57.8 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Manoj Gaur for misrepresentation of financial statements from FY13 to FY22. Manoj Gaur has been on the board as Non-Executive Non-Independent Chairperson since December 2005; therefore, he is accountable for these issues. The rationale for payment of remuneration, including commission, of Rs. 40.0 mn, despite relatively weak financial performance in FY26 and corporate governance lapses is unclear. Given these concerns, we do not support the resolution.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Material governance lapse by Non-Executive Chairman.
  • ICICI Prudential Mutual FundDue to lapses in the organisation during the tenure of NED-Chairman, the AMC has voted against the resolution.

  2 for6 against

Mutual fund votes, meeting of 5 Jul 2025, 15 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 AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025, AUDITORS REPORT THEREON TOGETHER WITH THE REPORT OF THE BOARD OF DIRECTORSMoreLess

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundQualification opinion given by the Auditor. Governance concern: Undisputed Statutory Dues unpaid for more than three years and no explanation from management.
  • Axis Mutual FundWe have relied upon the auditors’ report, which has qualified the financial statements wherein the company has not carried out fair valuation of corporate guarantee provided to Jaiprakash Associates Limited (JAL) and non-compliance of SEBI circular applicable for RPTs. Further, company has received legal demand and recall notice from SBI against corporate guarantee provided by the Company and no provision against corporate guarantees has been made. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the company’s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. The impact of these matters has been considered unascertainable by management at this stage. The internal financial controls are also qualified due to the above reasons. The auditors have also raised Emphasis of Matters regarding disputed trade receivables and payables, tax dues, pending confirmations and reconciliations of certain secured and unsecured borrowings. Additionally, they have raised Emphasis of Matters on three subsidiaries regarding material uncertainty over their ability to continue as going concerns. The auditors have also highlighted demand notices from the Department of Mines & Geology (DMG) amounting to Rs. 17.9 bn concerning alleged illegal sand extraction, which the company contests. Furthermore, SEBI has imposed penalties on the Company, four Directors, the Managing Director & CEO, and the CFO for alleged non-compliances with accounting standards and related party transaction norms. We also note that the auditors have highlighted certain issues with the audit trail. Given the qualified financial statements, we are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundQualified Financial Statements; Material Weakness in internal financial controls. Governance concern: Undisputed Statutory Dues unpaid for more than 3 years and no explanation from management.
  • HDFC Mutual FundSEBI has imposed penalties on the Company, four Directors, the Managing Director & CEO, and the CFO for alleged non-compliances with accounting standards and related party transaction norms. Given the qualified financial statements, we are unable to support the resolution.
  • ICICI Prudential Mutual FundGiven the qualified audit opinion on not carrying out fair valuation of corporate guarantee provided to Jaiprakash Associates Limited (JAL), non-compliance of SEBI circular applicable for RPTs, and auditors highlighting certain issues with the audit trail, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundWe have relied upon the auditors report, which has qualified the financial statements wherein the company has not carried out fair valuation of corporate guarantee provided to Jaiprakash Associates Limited (JAL) and non-compliance of SEBI circular applicable for RPTs. Further, company has received legal demand and recall notice from SBI against corporate guarantee provided by the Company and no provision against corporate guarantees has been made. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the company s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. The impact of these matters has been considered unascertainable by management at this stage. The internal financial controls are also qualified due to the above reasons. The auditors have also raised Emphasis of Matters regarding disputed trade receivables and payables, tax dues, pending confirmations and reconciliations of certain secured and unsecured borrowings. Additionally, they have raised Emphasis of Matters on three subsidiaries regarding material uncertainty over their ability to continue as going concerns. The auditors have also highlighted demand notices from the Department of Mines & Geology (DMG) amounting to Rs. 17.9 bn concerning alleged illegal sand extraction, which the company contests. Furthermore, SEBI has imposed penalties on the Company, four Directors, the Managing Director & CEO, and the CFO for alleged non-compliances with accounting standards and related party transaction norms. We also note that the auditors have highlighted certain issues with the audit trail. Given the qualified financial statements, we are unable to support the resolution. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundQualified Financial Statements & Governance concern: Undisputed Statutory Dues unpaid for more than 3 years and no explanation from management.

  4 for11 against
• TO APPOINT A DIRECTOR IN PLACE OF SHRI MANOJ GAUR (DIN: 00008480), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Material governance lapse by Non-Executive Director – Chairperson.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with Law. Governance Concern: Material governance lapse by Non-Executive Director – Chairperson
  • ICICI Prudential Mutual FundSEBI has fined the company and certain directors including Manoj Gaur for misrepresentation of financial statements from FY2013 to FY2022. Mr. Manoj Gaur has been on the Board as Non-executive Chairperson since December 2005; therefore, he is accountable for these issues. Thus, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundManoj Gaur, 60, is Non-Executive Chairperson and promoter. He is also the Executive Chairperson & CEO of Jaiprakash Associates Limited, a group company. He has been on the board since January 2002. He has attended all five board meetings held in FY25. He retires by rotation. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the company s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Manoj Gaur for misrepresentation of financial statements from FY13 to FY22. Manoj Gaur has been on the board as Non-executive Chairperson since December 2005; therefore, he is accountable for these issues. Hence, we are voting against.
  • Nippon India Mutual FundMaterial governance lapse by Non-Executive Director – Chairperson

  6 for9 against
• TO APPOINT A DIRECTOR IN PLACE OF SHRI PRAVEEN KUMAR SINGH (DIN: 00093039), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT

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

  • Angel One Mutual FundGovernance Concern: Material governance lapse by Executive Director. Poor attendance at Board meetings.
  • Axis Mutual FundPraveen Kumar Singh, 51, is a Whole-time Director and part of the promoter group. He oversees the Hydro projects of the company. He has been associated with the Jaypee group since the last 23 years. He has attended three out of five (60%) board meetings in FY25 and nine out of 15 (60%) board meetings in the last three years. We expect directors to attend all board meetings during the year and have an attendance threshold of 75% of the board meetings over the last three years. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the Company’s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Praveen Kumar Singh for misrepresentation of financial statements from FY13 to FY22. Praveen Kumar Singh has been a whole-time director on the board of the company since 11 August 2011; therefore, he is accountable for these issues. Given these concerns and his average attendance of less than 75% over three years, we do not support his reappointment.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with Law. Governance Concern: Material governance lapse by Executive Director. Poor attendance at Board meetings.
  • ICICI Prudential Mutual FundMr. Praveen Kumar Singh has been a whole-time director on the Board of the company since August 2011; therefore, he is accountable for the governance issues highlighted in resolution #1. Thus, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundPraveen Kumar Singh, 51, is a Whole-time Director and part of the promoter group. He oversees the Hydro projects of the company. He has been associated with the Jaypee group since the last 23 years. He has attended three out of five (60%) board meetings in FY25 and nine out of 15 (60%) board meetings in the last three years. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the Company s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Praveen Kumar Singh for misrepresentation of financial statements from FY13 to FY22. Praveen Kumar Singh has been a whole-time director on the board of the company since 11 August 2011; therefore, he is accountable for these issues. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaterial governance lapse by Non-Executive Director – Chairperson
  • SBI Mutual FundPraveen Kumar Singh, 51, is a Whole-time Director and part of the promoter group. He oversees the Hydro projects of the company. He has been associated with the Jaypee group since the last 23 years. He has attended three out of five (60%) board meetings in FY25 and nine out of 15 (60%) board meetings in the last three years. We expect directors to attend all board meetings during the year and have an attendance threshold of 75% of the board meetings over the last three years. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the Company’s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Praveen Kumar Singh for misrepresentation of financial statements from FY13 to FY22.Praveen Kumar Singh has been a whole-time director on the board of the company since 11 August 2011; therefore, he is accountable for these issues. Given these concerns and his average attendance of less than 75% over three years, we do not support his reappointment.

  3 for12 against
• TO RATIFY THE REMUNERATION OF THE COST AUDITORS FOR THE FINANCIAL YEAR ENDING 31ST MARCH, 2026

  2 for0 against
• TO APPOINT THE SECRETARIAL AUDITOR OF THE COMPANY, FOR FIVE YEARS FROM FINANCIAL YEAR 2025-26 TO 2029-30

  15 for0 against
• TO CONSIDER PAYMENT OF REMUNERATION BY WAY OF COMMISSION TO EXECUTIVE DIRECTORS

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

  • Angel One Mutual FundGovernance Concern: Material governance lapse by Executive Directors.
  • Axis Mutual FundBased on the April 2024 postal ballot, we note that the commission proposed to the executive directors was up to Rs. 2.5 mn for Whole-time Director & Executive Vice Chairperson - Sunil Kumar Sharma, up to Rs. 5.0 mn for Managing Director & CEO - Suren Jain and up to Rs. 1.25 mn for Whole-time Director – Praveen Kumar Singh. The company now seeks to increase the commission payable to Executive Directors as follows: up to Rs. 7.5 mn to Whole-time Director & Executive Vice Chairperson - Sunil Kumar Sharma, up to Rs. 10.0 mn to Managing Director & CEO - Suren Jain and up to Rs. 5.0 mn to Whole-time Director - Praveen Kumar Singh. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the Company’s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Sunil Kumar Sharma, Suren Jain and Praveen Kumar Singh for misrepresentation of financial statements from FY13 to FY22. All three directors were on the board of the company during this period and hence are accountable for these issues. Given these concerns 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: Material governance lapse by Executive Directors.
  • ICICI Prudential Mutual FundThe resolution seeks to increase the commission payouts to Executive Directors despite governance lapses, and thus, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundBased on the April 2024 postal ballot, we note that the commission proposed to the executive directors was up to Rs. 2.5 mn for Whole-time Director & Executive Vice Chairperson - Sunil Kumar Sharma, up to Rs. 5.0 mn for Managing Director & CEO - Suren Jain and up to Rs. 1.25 mn for Whole-time Director Praveen Kumar Singh. The company now seeks to increase the commission payable to Executive Directors as follows: up to Rs. 7.5 mn to Whole-time Director & Executive Vice Chairperson - Sunil Kumar Sharma, up to Rs. 10.0 mn to Managing Director & CEO - Suren Jain and up to Rs. 5.0 mn to Whole-time Director - Praveen Kumar Singh. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and the Company s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Sunil Kumar Sharma, Suren Jain and Praveen Kumar Singh for misrepresentation of financial statements from FY13 to FY22. All three directors were on the board of the company during this period and hence are accountable for these issues. Given these concerns we do not support the resolution. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaterial governance lapse by Executive Directors.

  4 for11 against
• TO CONSIDER PAYMENT OF REMUNERATION BY WAY OF COMMISSION TO NON-EXECUTIVE DIRECTORS

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

  • Angel One Mutual FundGovernance Concern: Material governance lapse by certain Non-Executive Director.
  • Axis Mutual FundAt the April 2024 Postal Ballot, the company sought shareholder approval to pay commission to non-executive directors including independent directors for FY25, up to 1.0% of net profits of FY24 – comprising Rs. 5.0 mn for each independent director and Rs. 15.0 mn for Non-Executive Director Manoj Gaur. The company now seeks shareholders’ approval to pay commission to non-executive directors up to 1.0% of net profits of FY25 – comprising Rs. 1.0 mn for each independent director and Rs. 20.0 mn for non-executive director Manoj Gaur. In the last five years, the aggregate remuneration to non-executive directors ranged between 0.02% - 0.3% of standalone PBT. The proposed commission to independent directors is reasonable and in line with market practices. Additionally, the absolute amount is capped at Rs. 1.0 mn for each independent director. However, we do not support the commission proposed to Major Gaur (see resolution #8). Our view on this resolution is linked to our view on resolution #8. Given this, 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: Material governance lapse by certain Non-Executive Director.
  • ICICI Prudential Mutual FundManoj Gaur has been on the board as Non-Executive Chairperson since December 2005; therefore, he is accountable for the governance issues mentioned in resolution #1. Thus, the AMC opposes payment to promoter director Manoj Gaur and has voted against the resolution.
  • Kotak Mahindra Mutual FundAt the April 2024 Postal Ballot, the company sought shareholder approval to pay commission to non-executive directors including independent directors for FY25, up to 1.0% of net profits of FY24 comprising Rs. 5.0 mn for each independent director and Rs. 15.0 mn for Non-Executive Director Manoj Gaur. The company now seeks shareholders approval to pay commission to non-executive directors up to 1.0% of net profits of FY25 comprising Rs. 1.0 mn for each independent director and Rs. 20.0 mn for non-executive director Manoj Gaur. In the last five years, the aggregate remuneration to non-executive directors ranged between 0.02% - 0.3% of standalone PBT. The proposed commission to independent directors is reasonable and in line with market practices. Additionally, the absolute amount is capped at Rs. 1.0 mn for each independent director. However, we do not support the commission proposed to Major Gaur (see resolution #8). Our view on this resolution is linked to our view on resolution #8. Given this, we do not support the resolution. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaterial governance lapse by certain Non-Executive Director.

  4 for11 against
• TO CONSIDER PAYMENT OF REMUNERATION BY WAY OF COMMISSION TO ONE NON-EXECUTIVE DIRECTOR EXCEEDING FIFTY PERCENT OF COMMISSION PAYABLE TO ALL NON-EXECUTIVE DIRECTORS

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

  • Angel One Mutual FundGovernance Concern: Material governance lapse by certain Non-Executive Director.
  • Axis Mutual FundManoj Gaur, 60, is Non-Executive Chairperson and promoter. At the April 2024 Postal Ballot, the company sought shareholder approval to pay him commission of Rs. 15.0 mn for FY25. The company now seeks to pay him commission of Rs. 20.0 mn, in excess of 50% of the total remuneration payable to all the non-executive directors,. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, Jaiprakash Associates Limited (JAL, group company) has been admitted into Corporate Insolvency Resolution Process (CIRP) and the company’s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Manoj Gaur for misrepresentation of financial statements from FY13 to FY22. Manoj Gaur has been on the board as Non-Executive Chairperson since December 2005; therefore, he is accountable for these issues. The rationale for payment of remuneration, including commission, of Rs. 20.0 mn, despite relatively weak financial performance in FY25 and corporate governance lapses is unclear. Given these concerns, 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: Material governance lapse by certain Non-Executive Director.
  • ICICI Prudential Mutual FundThe rationale for payment of remuneration, including commission, of Rs. 20.0 million to Manoj Gaur, despite relatively weak financial performance in FY2025 and corporate governance lapses is unclear. Given these concerns, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundManoj Gaur, 60, is Non-Executive Chairperson and promoter. At the April 2024 Postal Ballot, the company sought shareholder approval to pay him commission of Rs. 15.0 mn for FY25. The company now seeks to pay him commission of Rs. 20.0 mn, in excess of 50% of the total remuneration payable to all the non-executive directors,. We raise concerns over the qualified opinion raised by auditors on financial statements of FY25 w.r.t. corporate guarantees to Jaiprakash Associates Limited, an associate company, and non-compliance of SEBI circular applicable for related-party transactions. The fair valuation of corporate guarantees had not been done as per the applicable IND-AS and no provision against the corporate guarantees were made in the financial statements. Additionally, Jaiprakash Associates Limited (JAL, group company) has been admitted into Corporate Insolvency Resolution Process (CIRP) and the company s advance of Rs. 343.4 mn to JAL remains unprovided, with claims filed before the Resolution Professional. Subsequently, SEBI via its order dated 27 December 2024 has fined the company and certain directors including Manoj Gaur for misrepresentation of financial statements from FY13 to FY22. Manoj Gaur has been on the board as Non-Executive Chairperson since December 2005; therefore, he is accountable for these issues. The rationale for payment of remuneration, including commission, of Rs. 20.0 mn, despite relatively weak financial performance in FY25 and corporate governance lapses is unclear. Given these concerns, we do not support the resolution. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundMaterial governance lapse by certain Non-Executive Director.

  2 for11 against

• Fine or penaltyNSESince 5 May 2026

  Fine of Rs 2,20,320

  The alleged violation related to quarter march,2023 under Regulation 19(1)(2) of SEBI (LODR) Regulations, 2015 which relates to composition of Nomination and Remuneration Committee, which was protested by the company through an appeal filed for waiver of fine. The matter was decided in the current quater.MoreLess
• Fine or penaltyBSESince 5 May 2026

  Fine of Rs 1,90,080

  The alleged violation related to quarter march,2023 under Regulation 19(1)(2) of SEBI (LODR) Regulations, 2015 which relates to composition of Nomination and Remuneration Committee, which was protested by the company through an appeal filed for waiver of fine. The matter was decided in the current quater.MoreLess
• Tax disputeIncome Tax DepartmentSince 8 Oct 2025
  Pending with ITAT , Jabalpur. M.P
  At the filing before: Pending with National Faceless Appeal Centre(NFAC), Delhi
• Tax disputeIncome Tax DepartmentSince 30 Mar 2021
  Pending with National Faceless Appeal Centre(NFAC), Delhi
• Tax disputeIncome Tax DepartmentSince 30 Sep 2025
  Pending with ITAT , Jabalpur. M.P
  At the filing before: Pending with National Faceless Appeal Centre(NFAC), Delhi
• Tax disputeAppellate Authority Commercial Taxes JabalpurSince 23 Mar 2017
  Appeal has been filed with Addl. Commr. Commercial Tax, Jabalpur under ET Acts against assessment order no. 48/ET/15 DT 30.01.17 for the year 2014-15.
• Tax disputeAppellate Authority Commercial Taxes JabalpurSince 31 Mar 2018
  Appeal has been filed with Addl. Commr. Commercial Tax, Jabalpur under ET Acts against assessment order no. 50/ET/16 DT 27.01.18 for the year 2015-1
  At the filing before: Appeal has been filed with Addl. Commr. Commercial Tax, Jabalpur under ET Acts against assessment order no. 50/ET/16 DT 27.01.18 for the year 2015-16.
• Tax disputeAppellate Authority Commercial Taxes JabalpurSince 21 Apr 2017
  Appeal has been filed with Addl. Commr. Commercial Tax, Jabalpur under ET Acts against assessment order no. 49/ET/15 DT 31.01.17 for the year 2014-15.

In the company's own words, from its latest governance filing.

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

No

The filing has a part on fines and penalties

Yes

The filing has a part on tax disputes

Yes

There was a cyber security incident in the quarter

No

The company's own answers in its filing.