JSW Steel MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 4 Feb 2026, 39 fund houses

• Approval for Material Related Party Transactions in connection with the proposed joint venture arrangement between the Company, Piombino Steel Limited, JSW Kalinga Steel Limited and JSW Sambalpur Steel Limited and JFE Steel Corporation, Japan for the steel business undertaking of Bhushan Power & Steel Limited.MoreLess

  39 for0 against
• Approval for transfer/ sale/ disposal of steel business undertaking of Bhushan Power & Steel Limited, a material subsidiary of the Company, to JSW Sambalpur Steel Limited, a subsidiary of the Company, by way of a slump sale.MoreLess

  39 for0 against
• Approval for reduction of shareholding of Piombino Steel Limited (“PSL”) in JSW Kalinga Steel Limited (“JSW Kalinga”) to fifty percent and exercise of joint control over JSW Kalinga and JSW Sambalpur Steel Limited (“JSW Sambalpur”) by PSL with JFE Steel Corporation, Japan upon JSW Kalinga and JSW Sambalpur becoming material subsidiaries of the Company and related matters thereof.MoreLess

  39 for0 against

Mutual fund votes, meeting of 25 Jul 2025, 34 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 Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.MoreLess

  ›Against HSBC Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund

  • HSBC Mutual FundAuditors have a qualified opinion on the company's consolidated financial statements. Consequently, a vote AGAINST this resolution is warranted.
  • Invesco Mutual FundWe have relied upon the auditors’ report, which carries a qualified opinion emanating from the reversal of the BSPL acquisition as directed by the Supreme Court. Therefore, we do not support this resolution. We note that the auditors have highlighted certain issues with the audit trail
  • Sundaram Mutual Fund, Unifi Mutual FundWe have relied upon the auditors’ report, which carries a qualified opinion emanating from the reversal of the BSPL acquisition as directed by the Supreme Court. Therefore, we do not support this resolution. We note that the auditors have highlighted certain issues with the audit trail. Shareholders must engage with the company to understand the rationale of the company having overdue payables for over two years.

  29 for4 against
• To declare dividend on the equity shares of the Company for the financial year ended March 31, 2025.

  33 for0 against
• To appoint Mr. Gajraj Singh Rathore (DIN 01042232), who retires by rotation as a Director and being eligible, offers himself for re-appointment.

  34 for0 against
• Appointment of M/s. S. Srinivasan & Co., Company Secretaries, as Secretarial Auditors for a term of five consecutive years i.e. from financial year 2025-26 to financial year 2029-30.

  34 for0 against
• Ratification of Remuneration payable to M/s. Shome & Banerjee, Cost Auditors of the Company for the financial year ending March 31, 2026.

  33 for0 against
• Appointment of Mr. Shyamal Mukherjee (DIN 03024803) as an Independent Director of the Company.

  33 for0 against
• Approval for undertaking material related party transaction(s) with JSW Energy Limited, a promoter group company.

  34 for0 against
• Approval for undertaking material related party transaction(s) with JSW Jaigarh Port Limited, a promoter group company.

  34 for0 against
• Approval for undertaking material related party transaction(s) with BMM Ispat Limited, a promoter group company.

  ›Against ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Unifi 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 resolution.
  • Invesco Mutual FundThe promoters, through JSW Projects Limited, acquired 58.47% in BMM Ispat Limited (BMM) in 2022 – the residual stake is held by BMM’s erstwhile promoters. BMM is an integrated steel plant and recently upgraded its blast furnace capacity to 0.88 MTPA. JSW Steel proposes to acquire iron ore pellets, sponge iron, billets, and TMT bars from BMM and source coking coal and iron ore for BMM. Although the transactions are operational in nature and the proximity of BMM’s plants provide considerable ease of transactions, we do not support competing businesses and / or business adjacencies being held by promoters. The proposed transactions effectively allow BMM to depend on JSW Steel almost entirely for revenues and profits. Such structures allow promoters operational control over the company – beyond management and board control – an issue that must be addressed by the company’s risk management committee. The proposed transactions, in effect, divert a part of the economic benefits to a promoter-controlled company. Therefore, we do not support the resolution. The company should have provided the financial profile of BMM: although the FY25 revenues have been provided, there is no clarity on BMM’s profitability levels
  • Mirae Asset Mutual FundBusiness decision with potential detrimental to minority shareholders with not enough information
  • Sundaram Mutual Fund, Taurus Mutual Fund, Unifi Mutual FundThe promoters, through JSW Projects Limited, acquired 58.47% in BMM Ispat Limited (BMM) in 2022 – the residual stake is held by BMM’s erstwhile promoters. BMM is an integrated steel plant and recently upgraded its blast furnace capacity to 0.88 MTPA. JSW Steel proposes to acquire iron ore pellets, sponge iron, billets, and TMT bars from BMM and source coking coal and iron ore for BMM. Although the transactions are operational in nature and the proximity of BMM’s plants provide considerable ease of transactions, we do not support competing businesses and / or business adjacencies being held by promoters. The proposed transactions effectively allow BMM to depend on JSW Steel almost entirely for revenues and profits. Such structures allow promoters operational control over the company – beyond management and board control – an issue that must be addressed by the company’s risk management committee. The proposed transactions, in effect, divert a part of the economic benefits to a promoter-controlled company. Therefore, we do not support the resolution. The company should have provided the financial profile of BMM.

  28 for6 against
• Approval for undertaking material related party transaction(s) with Jindal Saw Limited, a promoter group company.

  34 for0 against
• Approval for undertaking material related party transaction(s) with JSW One Distribution Limited, a joint venture of the Company.

  31 for0 against
• Approval for undertaking material related party transaction(s) with JSW MI Steel Service Centre Private Limited, a joint venture of the Company.

  34 for0 against
• Approval for undertaking material related party transaction(s) with Piombino Steel Limited, a subsidiary of the Company.

  34 for0 against
• Approval for undertaking material related party transaction(s) with Bhushan Power & Steel Limited, a subsidiary of the Company.

  29 for0 against
• Approval for undertaking material related party transaction(s) with Neotrex Steel Limited, a subsidiary of the Company.

  34 for0 against
• Approval for the material related party transaction(s) between JSW Steel Coated Products Limited, a wholly owned subsidiary of the Company and JSW One Distribution Limited, a joint venture of the Company.MoreLess

  31 for0 against
• Approval for material related party transaction(s) between JSW Steel Coated Products Limited, a wholly owned subsidiary of the Company and Bhushan Power & Steel Limited, a subsidiary of the Company.

  29 for0 against
• Approval for material related party transaction(s) between JSW Steel Global Pte. Limited, a wholly owned subsidiary of the Company and Illawarra Coal Holdings Pty. Ltd., a joint venture of the Company.MoreLess

  34 for0 against
• Approval for material related party transaction(s) between JSW Steel Global Pte. Limited, a wholly owned subsidiary of the Company and Bhushan Power & Steel Limited, a subsidiary of the Company.

  29 for0 against
• Approval for material related party transaction(s) between JSW Steel USA Ohio Inc., a wholly owned subsidiary of the Company with Jindal Tubular USA, LLC, a promoter group company.

  34 for0 against

Mutual fund votes, meeting of 16 Jan 2025, 30 fund houses

• Appointment of Mr. Sushil Kumar Roongta (DIN 00309302) as an Independent Director of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about overboarding.

  29 for1 against
• Appointment of Mr. Arun Sitaram Maheshwari (DIN 01380000) as a Director of the Company.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  29 for1 against
• Appointment of Mr. Arun Sitaram Maheshwari (DIN 01380000) as a Whole-time Director of the Company

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundArun Sitaram Maheshwari’s FY24 remuneration from JSW Infrastructure Limited aggregated Rs. 50.7 mn without stock options. For FY25, JSW Steel’s board has approved an estimated remuneration of Rs. 63.3 mn, not including stock option grants. The proposed remuneration of Arun Sitaram Maheshwari inclusive of perquisites & allowances is capped at Rs. 102.0 mn. However, there is no clarity on the stock options proposed to be granted over the tenure. The remuneration terms, therefore, are open-ended. While we support his appointment as Whole-time Director, due to lack of adequate disclosures on remuneration, we are unable to ascertain aggregate remuneration and hence do not support the resolution. The company must disclose the quantum of stock options that he is eligible to receive over the proposed tenure, and the performance metrics which determine such variable pay. We note that in case of inadequate profits, Arun Sitaram Maheshwari will be paid the proposed remuneration for a period of three years.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • Mirae Asset Mutual FundIn line with advisor recommendation (passive holding)

  23 for7 against
• Approval for undertaking material related party transaction(s) of JSW Utkal Steel Limited and JSW Steel Limited with JSW Infrastructure Limited.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundThe proposed transactions comprise - transfer of a 30 MTPA slurry pipeline business of JSW Utkal – a wholly owned subsidiary of JSW Steel, by way of a slump sale on going concern basis to JSW Infra. Post transfer, JSW Steel to enter into a take or pay agreement with JSW Infra for the transport of iron ore through the slurry pipeline for a period of upto twenty years from the commercial operation date for Rs. 13.24 bn (inclusive of GST) per annum subject to escalation every year. Additionally, JSW Steel will enter into miscellaneous contractual arrangements incidental to business operations with JSW Infra aggregating to Rs. 600.0 mn per annum for a five-year period beginning from 01 April 2024. While we believe the transaction increases dependencies on promotercontrolled companies, a practice we do not support. JSW Infra, although listed, is controlled by the promoter group and has largely been a captive unit to the JSW group. JSW Infra has no previous expertise in developing slurry pipelines – the scarcity of skill availability to build a slurry pipeline in India has been acknowledged by the company in the shareholder notice. Therefore, in selling down the pipeline to JSW Infra with manpower as a slump sale, JSW Steel is transferring its unique and internally developed capability of building a slurry pipeline to JSW Infra, at the risk of creating additional operational dependencies on promoter-controlled companies. While we acknowledge the company’s contention that the capital is better invested in their manufacturing facilities rather than in the slurry pipeline, we note that the overall impact of the incremental IRR (about 20% on projects less mid-teen IRR of the slurry pipeline) will be marginal and have no material impact on EPS, given the size of the investment in the context of JSW Steel’s size. Our bigger concern is the creation of business adjacencies, within promoter companies. We also raise concern that the take-or-pay transaction has a fixed payout and is not linked to the usage of the pipeline – to that extent, this is akin to a sale-and-lease back transaction. The company should have disclosed the basis of escalation to the annual pipeline usage charges.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThe proposed transactions comprise - transfer of a 30 MTPA slurry pipeline business of JSW Utkal – a wholly owned subsidiary of JSW Steel, by way of a slump sale on going concern basis to JSW Infra. Post transfer, JSW Steel to enter into a take or pay agreement with JSW Infra for the transport of iron ore through the slurry pipeline for a period of upto twenty years from the commercial operation date for Rs. 13.24 bn (inclusive of GST) per annum subject to escalation every year. Additionally, JSW Steel will enter into miscellaneous contractual arrangements incidental to business operations with JSW Infra aggregating to Rs. 600.0 mn per annum for a five-year period beginning from 01 April 2024. While we believe the transaction increases dependencies on promoter-controlled companies, a practice we do not support. JSW Infra, although listed, is controlled by the promoter group and has largely been a captive unit to the JSW group. JSW Infra has no previous expertise in developing slurry pipelines – the scarcity of skill availability to build a slurry pipeline in India has been acknowledged by the company in the shareholder notice. Therefore, in selling down the pipeline to JSW Infra with manpower as a slump sale, JSW Steel is transferring its unique and internally developed capability of building a slurry pipeline to JSW Infra, at the risk of creating additional operational dependencies on promoter-controlled companies. While we acknowledge the company’s contention that the capital is better invested in their manufacturing facilities rather than in the slurry pipeline, we note that the overall impact of the incremental IRR (about 20% on projects less mid-teen IRR of the slurry pipeline) will be marginal and have no material impact on EPS, given the size of the investment in the context of JSW Steel’s size. Our bigger concern is the creation of business adjacencies, within promoter companies. We also raise concern that the take-or-pay transaction has a fixed payout and is not linked to the usage of the pipeline – to that extent, this is akin to a sale-and-lease back transaction. The company should have disclosed the basis of escalation to the annual pipeline usage charges.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency concern: Inadequate disclosures w.r.t proposed sale of pipeline business.
  • HDFC Mutual FundThe take-or-pay transaction has a fixed payout and is not linked to the usage of the pipeline – to that extent, this is akin to a sale-and-lease back transaction. There is limited information available for the basis of eascalation of annual pipeline usage charges. We do not support the resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to inadequate disclosures w.r.t slump sale and arm’s length pricing
  • Invesco Mutual FundThe proposed transactions comprise - transfer of a 30 MTPA slurry pipeline business of JSW Utkal – a wholly owned subsidiary of JSW Steel, by way of a slump sale on going concern basis to JSW Infra. Post transfer, JSW Steel to enter into a take or pay agreement with JSW Infra for the transport of iron ore through the slurry pipeline for a period of upto twenty years from the commercial operation date for Rs. 13.24 bn (inclusive of GST) per annum subject to escalation every year. Additionally, JSW Steel will enter into miscellaneous contractual arrangements incidental to business operations with JSW Infra aggregating to Rs. 600.0 mn per annum for a five-year period beginning from 01 April 2024. While we believe the transaction increases dependencies on promoter-controlled companies, a practice we do not support. JSW Infra, although listed, is controlled by the promoter group and has largely been a captive unit to the JSW group. JSW Infra has no previous expertise in developing slurry pipelines – the scarcity of skill availability to build a slurry pipeline in India has been acknowledged by the company in the shareholder notice. Therefore, in selling down the pipeline to JSW Infra with manpower as a slump sale, JSW Steel is transferring its unique and internally developed capability of building a slurry pipeline to JSW Infra, at the risk of creating additional operational dependencies on promoter-controlled companies. While we acknowledge the company’s contention that the capital is better invested in their manufacturing facilities rather than in the slurry pipeline, we note that the overall impact of the incremental IRR (about 20% on projects less mid-teen IRR of the slurry pipeline) will be marginal and have no material impact on EPS, given the size of the investment in the context of JSW Steel’s size. Our bigger concern is the creation of business adjacencies, within promoter companies. We also raise concern that the take-or-pay transaction has a fixed payout and is not linked to the usage of the pipeline – to that extent, this is akin to a sale-and-lease back transaction. The company should have disclosed the basis of escalation to the annual pipeline usage charges
  • Kotak Mahindra Mutual FundThe proposed transactions comprise - transfer of a 30 MTPA slurry pipeline business of JSW Utkal a wholly owned subsidiary of JSW Steel, by way of a slump sale on going concern basis to JSW Infra. Post transfer, JSW Steel to enter into a take or pay agreement with JSW Infra for the transport of iron ore through the slurry pipeline for a period of upto twenty years from the commercial operation date for Rs. 13.24 bn (inclusive of GST) per annum subject to escalation every year. Additionally, JSW Steel will enter into miscellaneous contractual arrangements incidental to business operations with JSW Infra aggregating to Rs. 600.0 mn per annum for a five-year period beginning from 01 April 2024. JSW Utkal has invested a significant amount of capital and time on the project, hence the company should provide a compelling justification for the selling the business since JSW Infra has no previous expertise in developing slurry pipelines. Moreover, JSW Steel is transferring its unique and internally developed capability of building a slurry pipeline to JSW Infra, at the risk of creating additional operational dependencies on promoter-controlled companies. This would also create business adjacencies, within promoter companies. We also raise concern that the take-or-pay transaction has a fixed payout and is not linked to the usage of the pipeline to that extent, this is akin to a sale-and-lease back transaction. The company should have disclosed the basis of escalation to the annual pipeline usage charges.
  • Mirae Asset Mutual FundIn line with advisor recommendation (passive holding)
  • Nippon India Mutual FundInadequate Disclosure
  • PPFAS Mutual FundInadequate disclosures w.r.t slump sale and arm’s length pricing
  • Quantum Mutual FundWe do not favour the resolution due to inadequate disclosures on proposed sale of pipeline business.

  10 for20 against

Mutual fund votes, meeting of 26 Jul 2024, 32 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 Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Auditor's thereon:MoreLess

  31 for0 against
• To declare dividend on the equity shares of the Company for the financial year ended March 31, 2024

  31 for0 against
• To appoint Mr. Jayant Acharya (DIN 00106543), who retires by rotation as a Director and being eligible, offers himself for re-appointment

  32 for0 against
• Ratification of Remuneration Payable to M/s Shome & Banerjee, Cost Auditors of the Company for the financial year ending March 31, 2025

  31 for0 against
• Continuation of office of Mr. Hiroyuki Ogawa (DIN: 07803839) as Nominee Director of JFE Steel Corporation, Japan on the Board of the Company

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concern: Alternate Director may be appointed in the Nominee Director’s place.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • LIC Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance Concern: Alternate Director may be appointed in the Nominee Director s place.
  • PPFAS Mutual FundAlternate Director may be appointed in the Nominee Director’s place.
  • Zerodha Mutual FundGovernance Concern: Alternate Director may be appointed in the Nominee Director’s place.

  23 for9 against
• Re-appointment of Mr. Jayant Acharya (DIN 00106543) as a Whole-time Director of the Company

  31 for0 against
• Consent for Payment of Remuneration to Non-Executive Director

  28 for0 against
• Approval of Special Rights granted to JFE Steel Corporation, Japan and JFE Steel International Europe B.V.

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance Concern: Nomination rights undermines the role of NRC, provides right to nominate alternate director and governance issues identified with regard to the anti-dilution rights issued.
  • JM Financial Mutual FundCompliant with Law. Governance Concern: Nomination rights undermines the role of Nomination and Remuneration Committee, provides right to nominate alternate director and governance issues identified with regard to the anti-dilution rights issued.
  • PPFAS Mutual FundNRC role undermined, right to nominate alternate director and governance issues identified with regard to the anti-dilution rights issued
  • Zerodha Mutual FundNRC role undermined, right to nominate alternate director and governance issues identified with regard to the anti-dilution rights issued.

  24 for8 against
• Consent for issue of specified securities to Qualified Institutional Buyers (QIBs)

  5 for0 against
• To approve the amendents to the 'Shri OP Jindal Employee Stock Ownership Plan (JSWSL)- 2021'

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundAt the 2021 AGM, shareholders approved the company’s stock option plan OPJ ESOP 2021. Post approval, the company now seeks to make amendments to the scheme – namely to increase the pool size to 11.0 mn stock options from 5.0 mn options, to align the scheme to statutory requirements and to designate the NRC committee as compensation committee for the superintendence of the ESOP plan. Though procedural, we do not support the scheme since the scheme size is being increased while exercise price remains at par value of Re. 1 per share with no specified performance metrics. We do not favour ESOP schemes where there is no clarity on the exercise price or the options are granted at a significant discount to market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. We do not support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliance Concern: Exercise Period left up to NRC discretion.
  • Edelweiss Mutual FundWill lead to dilution
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price at a deep discount to the market price on grant date. • There is lack of clarity if vesting will be performance based.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundThe scheme provides flexibility for grant of stock options with an exercise price at a deep discount to the market price on grant date.There is lack of clarity if vesting will be performance based.
  • Invesco Mutual FundAt the 2021 AGM, shareholders approved the company’s stock option plan OPJ ESOP 2021. Post approval, the company now seeks to make amendments to the scheme – namely to increase the pool size to 11.0 mn stock options from 5.0 mn options, to align the scheme to statutory requirements and to designate the NRC committee as compensation committee for the superintendence of the ESOP plan. Though procedural, we do not support the scheme since the scheme size is being increased while exercise price remains at par value of Re. 1 per share with no specified performance metrics. We do not favour ESOP schemes where there is no clarity on the exercise price or the options are granted at a significant discount to market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. We do not support the resolution
  • JM Financial Mutual FundCompliance Concern: Exercise Period left up to Nomination and Remuneration Committee discretion.
  • Kotak Mahindra Mutual FundThough procedural, we do not support the scheme since the scheme size is being increased while exercise price remains at par value of Re. 1 per share with no specified performance metrics. We do not favour ESOP schemes where there is no clarity on the exercise price or the options are granted at a significant discount to market price or where there is no clarity on the performance metrics for vesting. ESOPs are pay at risk options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExercise Period left up to NRC discretion.
  • PPFAS Mutual FundSpecific Exercise Period not disclosed; resolutions linked with original scheme
  • Quantum Mutual FundThe ESOP scheme provides for exercise price of face value viz Rs. 1 which is at steep discount to market price. Further, the company has not provided detailed performance parameters for appraisal. Therefore, we do not favour the scheme.
  • Tata Mutual FundSES views: Compliance Concern: Exercise Period left up to NRC discretion. Our Views: The exercise price for the scheme continues to remain at par value of Re. 1 per share vs. CMP of ~Rs 870/sh. We do not favour ESOP schemes where exercise price or the options are granted at a significant discount to market price
  • Zerodha Mutual FundSpecific Exercise Period not disclosed; resolutions linked with original scheme.

  5 for25 against
• Grant of Stock Options to the employees of Indian Subsidiary Companies under Shri. O.P. Jindal Employee Stock Ownership Plan (JSWSL) 2021

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThe company proposes to extend the OPJ ESOP 2021 scheme to employees of Indian subsidiary companies. While we support the extension of stock options to employees of unlisted subsidiaries, our view on this resolution is linked to our view on resolution #10.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliance Concern: Exercise Period left up to NRC discretion.
  • Edelweiss Mutual FundWill lead to dilution
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price at a deep discount to the market price on grant date. • There is lack of clarity if vesting will be performance based.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundThe scheme provides flexibility for grant of stock options with an exercise price at a deep discount to the market price on grant date.There is lack of clarity if vesting will be performance based.
  • JM Financial Mutual FundCompliance Concern: Exercise Period left up to Nomination and Remuneration Committee discretion.
  • Kotak Mahindra Mutual FundThe company proposes to extend the OPJ ESOP 2021 scheme to employees of Indian subsidiary companies. While we support the extension of stock options to employees of unlisted subsidiaries, our view on this resolution is linked to our view on resolution #10
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExercise Period left up to NRC discretion.
  • PPFAS Mutual FundSpecific Exercise Period not disclosed; resolutions linked with original scheme
  • Quantum Mutual FundThe ESOP scheme provides for exercise price of face value viz Rs. 1 which is at steep discount to market price. Further, the company has not provided detailed performance parameters for appraisal. Therefore, we do not favour the scheme.
  • Tata Mutual FundSES views: Compliance Concern: Exercise Period left up to NRC discretion. Our Views: This is related to point-10, We do not favour ESOP schemes where exercise price or the options are granted at a significant discount to market price
  • Zerodha Mutual FundSpecific Exercise Period not disclosed; resolutions linked with original scheme.

  5 for26 against
• Authorisation to JSW Steel Employees Welfare Trust for Secondary Market Acquisition of Equity Shares and provision of Money by the Company for purchase of its own shares by the ESOP Trust / Trustees for the benefit of Employees under the Shri. O.P. Jindal Employees Stock Ownership Plan (JSWSL) 2021MoreLess

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundThe company also seeks approval to implement the scheme through the trust route, by secondary acquisition of shares from the market. JSW Steel proposes to provide to the trust Rs. 5.1 bn or any such higher amount, due to the potential increase in market price of JSW Steel’s equity shares, for acquisition of 6.0 mn equity shares of the company. The funds to be provided to the trust will be interest-free and be utilized for implementation of the scheme. Our decision on this resolution is linked to resolution #10.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliance Concern: Exercise Period left up to NRC discretion.
  • Edelweiss Mutual FundWill lead to dilution
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price at a deep discount to the market price on grant date. • There is lack of clarity if vesting will be performance based.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundThe scheme provides flexibility for grant of stock options with an exercise price at a deep discount to the market price on grant date.There is lack of clarity if vesting will be performance based.
  • JM Financial Mutual FundCompliance Concern: Exercise Period left up to Nomination and Remuneration Committee discretion.
  • Kotak Mahindra Mutual FundThe company also seeks approval to implement the scheme through the trust route, by secondary acquisition of shares from the market. JSW Steel proposes to provide to the trust Rs. 5.1 bn or any such higher amount, due to the potential increase in market price of JSW Steel s equity shares, for acquisition of 6.0 mn equity shares of the company. The funds to be provided to the trust will be interest-free and be utilized for implementation of the scheme. Our decision on this resolution is linked to resolution #10.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExercise Period left up to NRC discretion.
  • PPFAS Mutual FundSpecific Exercise Period not disclosed; resolutions linked with original scheme
  • Quantum Mutual FundThe ESOP scheme provides for exercise price of face value viz Rs. 1 which is at steep discount to market price. Further, the company has not provided detailed performance parameters for appraisal. Therefore, we do not favour the scheme.
  • Tata Mutual FundSES views: Compliance Concern: Exercise Period left up to NRC discretion. Our Views: This is related to point-10, We do not favour ESOP schemes where exercise price or the options are granted at a significant discount to market price
  • Zerodha Mutual FundSpecific Exercise Period not disclosed; resolutions linked with original scheme.

  5 for25 against
• Approval for undertaking material related party transaction(s) with JSW One Distribution Limited

  32 for0 against
• Approval for undertaking material related party transaction(s) with Epsilon Carbon Pvt Limited

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, WhiteOak Capital Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, WhiteOak Capital Mutual FundEpsilon Carbon Private Limited (ECPL) , is engaged in the manufacture of coal tar derivates such as coal tar pitch, high purity naphthalene and carbon black. The proposed transactions are largely for the sale of tar upto Rs. 43.89 bn across three years and sale of benzol/steel products, purchase of oil and other transactions upto Rs. 5.91 bn across the same period. ECPL is controlled by promoted by Ms. Tarini Jindal-Handa – daughter of Sajjan Jindal - Chairperson and Managing Director JSW Steel and by Vikram Handa – husband of Ms. Tarini Jindal-Handa. The proposed transactions are estimated to be ~65% of ECPL FY24 revenues, denoting significant dependence of the promoter entity on JSW Steel Limited. There is limited disclosure on ECPL’s financial profile, its business and revenue profile, or its expertise in clearing out tar from JSW Steel’s factories. We are unable to support the resolution.
  • Edelweiss Mutual FundRecuring transaction in nature. Hence better arrangement needed
  • HSBC Mutual FundThere are concerns about a transaction.There is insufficient disclosure of relevant information.
  • Invesco Mutual FundEpsilon Carbon Private Limited (ECPL) , is engaged in the manufacture of coal tar derivates such as coal tar pitch, high purity naphthalene and carbon black. The proposed transactions are largely for the sale of tar upto Rs. 43.89 bn across three years and sale of benzol/steel products, purchase of oil and other transactions upto Rs. 5.91 bn across the same period. ECPL is controlled by promoted by Ms. Tarini Jindal-Handa – daughter of Sajjan Jindal - Chairperson and Managing Director JSW Steel and by Vikram Handa – husband of Ms. Tarini Jindal-Handa. The proposed transactions are estimated to be ~65% of ECPL FY24 revenues, denoting significant dependence of the promoter entity on JSW Steel Limited. There is limited disclosure on ECPL’s financial profile, its business and revenue profile, or its expertise in clearing out tar from JSW Steel’s factories. We are unable to support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  21 for11 against
• Approval for undertaking material related party transaction(s) with Bhushan Power & Steel Limited

  31 for0 against
• To approve Material Related Party Transaction(s) between the company, Piombino Steel Limited (Company's Subsidiary), Bhushan Power & Steel Limited (Borrower and Company's step- down subsidiary), the Lender and the Security Trustee for creation of security / encumbrance, to secure the Term Loan Facility and other outstanding amounts in relation thereto, availed by the Borrower from the LenderMoreLess

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual Fund, Invesco Mutual FundThe proposed transaction is for pledge of JSW Steel’s 83.3% equity investment in PSL and PSL’s 83.3% investment in BPSL and charging commission, for refinance of a loan facility availed by BPSL from State Bank of India (SBI). We note, the transaction of pledge of equity investment is to support the subsidiary company in securing refinancing of its loan facilities. However, it is unclear if the support is in the ratio of shareholding - JSW Shipping & Logistics Private Limited – a promoter company holds 16.72% in PSL. If JSW Steel is to provide complete support, it must hold 100%. We are unable to support the resolution
  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundThe proposed transaction is for pledge of JSW Steel’s 83.3% equity investment in PSL and PSL’s 83.3% investment in BPSL and charging commission, for refinance of a loan facility availed by BPSL from State Bank of India (SBI). We note, the transaction of pledge of equity investment is to support the subsidiary company in securing refinancing of its loan facilities. However, it is unclear if the support is in the ratio of shareholding - JSW Shipping & Logistics Private Limited – a promoter company holds 16.72% in PSL. If JSW Steel is to provide complete support, it must hold 100%. We are unable to support the resolution.
  • Edelweiss Mutual FundPledging is not desirable
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  23 for8 against
• To approve disposal of shares resulting in reduction of shareholding of the Company in Piombino Steel Limited ( PSL ) and/or Bhushan Power & Steel Limited (the Borrower ) (material subsidiary of the Company) to less than 50% and sale and disposal of assets exceeding 20% of the assets of PSL and the BorrowerMoreLess

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundWe note, invocation of the pledge, could result in a reduction in JSW Steel’s shareholding in PSL directly and indirectly in BPSL through PSL. Invocation will also translate to sale / dispose / lease of assets in a material subsidiary to more than 20%. Our view on the resolution is linked to our recommendation on resolution #16.
  • Edelweiss Mutual FundPledging is not desirable
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  23 for9 against
• To approve creation of security, mortgage, charge and/or pledge over all or any part of the movable and/or immovable properties or assets of the Company for securing the borrowings availed or to be availed by the Company and other persons/ entities, pursuant to Section 180(1)(a) of the Companies Act, 2013MoreLess

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThe current approval sought at the 2016 AGM does not authorise the company to create security, mortgage, charge or pledge over its assets to secure the borrowings of its group companies and other entities. We raise concerns on the securing of borrowings of group companies and other entities. We believe the company must limit the securing of borrowings to that of subsidiaries and must disclosure the rationale behind securing borrowing of group companies and other entities.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Blanket approval for charge creation for borrowings to be done by Group Companies and other entities and persons.
  • Edelweiss Mutual FundPledging is not desirable
  • HDFC Mutual FundThe proposed limit sought is high
  • Invesco Mutual Fund, WhiteOak Capital Mutual FundThe current approval sought at the 2016 AGM does not authorise the company to create security, mortgage, charge or pledge over its assets to secure the borrowings of its group companies and other entities. We raise concerns on the securing of borrowings of group companies and other entities. We believe the company must limit the securing of borrowings to that of subsidiaries and must disclosure the rationale behind securing borrowing of group companies and other entities
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundBlanket approval for charge creation for borrowings to be done by Group Companies and other entities and persons
  • PPFAS Mutual FundCharge creation for group companies and other entities and persons
  • Quantum Mutual FundWe do not favour creation of charge over assets for group companies and other entities and persons. We do not favour the resolution.
  • Zerodha Mutual FundGovernance Concern: Blanket approval for charge creation for borrowings to be done by Group Companies and other entities and persons.

  5 for25 against

Mutual fund votes, meeting of 28 Jul 2023, 25 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 Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023.MoreLess

  24 for0 against
• To declare dividend on the equity shares of the Company for the financial year ended March 31, 2023

  24 for0 against
• To appoint Mr. Sajjan Jindal (DIN 00017762), who retires by rotation as a Director and being eligible, offers himself for re-appointment.

  ›Against JM Financial Mutual Fund, PGIM India Mutual Fund

  • JM Financial Mutual Fund, PGIM India Mutual FundCompliant with the law. Governance Concerns: Holding CMD position, holds two full-time positions, skewed remuneration practice.

  22 for2 against
• Ratification of remuneration payable to M/s. Shome & Banerjee, cost auditors of the Company for the financial year ending March 31, 2024

  24 for0 against
• Consent for issue of Specified Securities to Qualified Institutional Buyers (QIBs)

  24 for0 against
• Material Related Party Transaction(s) with JSW One Distribution Ltd

  24 for0 against

Mutual fund votes, meeting of 14 Jul 2023, 25 fund houses

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

• Approval for material related party transaction(s) between JSW Steel Coated Products Limited, a Wholly-owned subsidiary of the Company and Bhushan Power and Steel Limited, an indirect subsidiary of the CompanyMoreLess

  24 for0 against
• Approval for undertaking material related party transaction(s) with piombino Steel Ltd

  24 for0 against
• Approval for undertaking material related party transactions with Jindal Saw Limited

  25 for0 against
• Appointment of Mr. Gajraj Singh Rathore (Din No. 01042232) as a Whole-time Director of the Company

  24 for0 against
• Appointment of Mr. Gajraj Singh Rathore (Din No. 01042232) as a Director of the Company

  24 for0 against
• Re-appointment of Mrs Nirupama Rao (DIN 06954879) as an Independent Director of the Company

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundMs. Nirupama Rao, 72, retired IFS officer and Former Foreign Secretary of India has been on the board since July 2018. She attended four of five board meetings in FY23, and her reappointment is in line with statutory requirements. However, as a member of the Nomination and Remuneration Committee, we believe she did not provide adequate oversight over Sajjan Jindal remuneration structure, which allows him a flat commission of 0.5% of profits, which is uncapped. As a result, Sajjan Jindal benefitted from the upside in the commodity cycle in FY22 and received a remuneration of Rs.1.34 bn. Beyond the absolute level of remuneration and the remuneration structure as well, we raise concern over the unfairness in pay distribution – other executive directors did not benefit similarly from the cycle upturn and consequently higher profits in FY22. The board is seeking approval for Nirupama Rao’s continuation after she attains the age of 75 years during the proposed tenure – we do not consider age to be a criterion for board memberships.
  • Invesco Mutual FundMs. Nirupama Rao, 72, retired IFS officer and Former Foreign Secretary of India has been on the board since July 2018. She attended four of five board meetings in FY23, and her reappointment is in line with statutory requirements. However, as a member of the Nomination and Remuneration Committee, we believe she did not provide adequate oversight over Sajjan Jindal remuneration structure, which allows him a flat commission of 0.5% of profits, which is uncapped. As a result, Sajjan Jindal benefitted from the upside in the commodity cycle in FY22 and received a remuneration of Rs. 1.34 bn. Beyond the absolute level of remuneration and the remuneration structure as well, we raise concern over the unfairness in pay distribution – other executive directors did not benefit similarly from the cycle upturn and consequently higher profits in FY22. The board is seeking approval for Nirupama Rao’s continuation after she attains the age of 75 years during the proposed tenure – we do not consider age to be a criterion for board memberships
  • Mirae Asset Mutual FundAs per advisor recommendation (passive holding)

  19 for5 against