Lloyds Metals and Energy MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 11 Sep 2025, 24 fund houses

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

• Approval for appointment of Mr. Sujit Kumar Varma (DIN: 09075212) as a Non-Executive, Independent Director of the Company

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundTerms and Conditions of appointment of Independent Directors not disclosed on the website of the Company.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on the merits of proposed appointees. Non-Compliant with SEBI (LODR) & Companies Act, 2013: Terms and Conditions of appointment of Independent Directors not disclosed on the website of the Company.
  • Baroda BNP Paribas Mutual FundNo concern on the merits of proposed appointees. However, has not disclosed Terms and Conditions of appointment of Independent Directors on the website of the Company as per legal requirements.
  • Nippon India Mutual FundNon-Compliant with SEBI (LODR) & Companies Act, 2013: Terms and Conditions of appointment of Independent Directors not disclosed on the website of the Company.

  15 for9 against
• Approval for appointment of Dr. Anita Shantaram (DIN: 00786517) as a Non-Executive, Independent Director of the Company

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundTerms and Conditions of appointment of Independent Directors not disclosed on the website of the Company.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on the merits of proposed appointees. Non-Compliant with SEBI (LODR) & Companies Act, 2013: Terms and Conditions of appointment of Independent Directors not disclosed on the website of the Company.
  • Baroda BNP Paribas Mutual FundWhile there is no concern on the merits of proposed appointees, the company needs to disclose Terms and Conditions of appointment of Independent Directors on the website of the Company as per legal requirements.
  • Nippon India Mutual FundNon-Compliant with SEBI (LODR) & Companies Act, 2013: Terms and Conditions of appointment of Independent Directors not disclosed on the website of the Company.

  15 for9 against
• Approval for change in designation of Mr. Shabbirhusein Shaikhadam Khandwala (DIN: 10821717) from Non-Executive Independent Director to Non-Executive Non-Independent Director

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual FundShabbirhusein Shaikhadam Khandwawala, 75, is an IPS officer of 1973 batch and is the former Director General of Police (DGP) of Gujarat. He has also served as the head of BCCI Anti-Corruption Unit, where he was overseeing integrity and security matters within Indian cricket. He has a Master of Science in Organic Chemistry from Gujarat University. The company had appointed him as an Independent Director for five years from 18 December 2024. The company now proposes to redesignate him as Non-Executive Non-Independent Director from 12 August 2025. The notice states that the company will compensate him for his services in the form of remuneration and stock options. The company is also seeking shareholder approval to grant stock options to Shabbirhusein Shaikhadam Khandwawala under any employee stock option scheme. While we support his redesignation to a Non-Executive Non-Independent Director, given the company’s need for his services, we do not support this resolution as there is no clarity on the stock options proposed to be granted to him in his proposed capacity. We do not support enabling resolutions with open-ended compensation structures for directors. We do not support this resolution.
  • Angel One Mutual FundNo disclosures on maximum number of options to be granted to Non- Executive Director Governance Concern: The Company has proposed to grant ESOPs to the proposed director without compelling reasons.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI LODR: No disclosures on maximum number of options to be granted to NED. Governance Concern: The Company has proposed to grant ESOPs to the proposed director without compelling reasons and inadequate disclosures.
  • Baroda BNP Paribas Mutual FundThe company should disclose on maximum number of options to be granted to NED as a cap.
  • Kotak Mahindra Mutual FundShabbirhusein Shaikhadam Khandwawala, 75, is an IPS officer of 1973 batch and is the former Director General of Police (DGP) of Gujarat. The company had appointed him as an Independent Director for five years from 18 December 2024. The company now proposes to redesignate him as Non-Executive Non-Independent Director from 12 August 2025. There is no clarity on the stock options proposed to be granted to him in his proposed capacity. We do not support enabling resolutions with open-ended compensation structures for directors. We do not support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon-Compliant with SEBI LODR: No disclosures on maximum number of options to be granted to NED.
  • quant Mutual FundCompliant with the law. Governance & transparency concern: Omnibus approval with inadequate disclosures w.r.t specific plan for utilization of said limit and the recipient of the proposed loans/ investments.
  • UTI Mutual FundShabbirhusein Shaikhadam Khandwawala, 75, is an IPS officer of 1973 batch and is the former Director General of Police (DGP) of Gujarat. The company had appointed him as an Independent Director for five years from 18 December 2024. The company now proposes to redesignate him as Non-Executive Non-Independent Director from 12 August 2025. While we support his redesignation to a Non-Executive Non-Independent Director, given the company’s need for his services, we do not support this resolution as there is no clarity on the stock options proposed to be granted to him in his proposed capacity. We do not support enabling resolutions with open-ended compensation structures for directors. We do not support this resolution.

  7 for17 against
• Approval under Section 186 of the Companies Act, 2013, inter alia, to give loans, inter corporate deposits, give guarantees in connection with loans made by any person or body corporate and acquire by way of subscription, purchase or otherwise the securities of any other body corporate in excess of the limits prescribedMoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual Fund, UTI Mutual FundAs on 31 March 2025, the company has outstanding loans/investments/guarantees aggregating ~Rs. 22.8 bn. Therefore, the company has enough headroom under the current automatic limit of Rs. 52.2 bn under Section 186 of Companies Act, 2013 to provide incremental financial support. We believe this enabling approval allows the company to give loans/guarantees/provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. We raise concern that the proposed limits of Rs. 150.0 bn are significantly higher than the current limits, and the current automatic limit is sufficient to provide these investments/guarantees. The company must disclose granular details including names of the companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. In the absence of these disclosures, we are unable to support this resolution.
  • Angel One Mutual FundGovernance & Transparency Concern: Omnibus approval with Inadequate disclosures with regards to specific plan for utilization of said limit and the recipient of the proposed loans/ investments.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with the law. Governance & Transparency Concern: Omnibus approval with Inadequate disclosures w.r.t specific plan for utilization of said limit and the recipient of the proposed loans/ investments.
  • Baroda BNP Paribas Mutual FundCompliant with the law. Current disclosures are inadequate w.r.t specific plan for utilization of the proposed borrowing limit and the recipient of the proposed loans/ investments.
  • HDFC Mutual FundThere is a lack of clarity regarding the names of these companies and entities, the nature and size of their operations and terms of support, and rationale, to enable shareholders to make an informed decision. We do not support the resolution.
  • ICICI Prudential Mutual FundGiven the lack of clarity on recipients, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundThe Company is now seeking omnibus approval of shareholders for the investment/loan/ guarantee as above up to 15,000 crores consolidated, whereas the Net Worth of the Company as on 31st March, 2025 is 6,403.08 crores. The Company is neither a Core Investment Company (CIC) nor NBFC, therefore, granting of loan, providing guarantee and making investments is not in ordinary course of business of the Company. Hence, if the Company intends to provide loans, guarantees or securities beyond the legal limits, then the same should be supported with requisite disclosures. In absence of adequete disclosures, we can not favour it. We do not favour the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance & Transparency Concern: Omnibus approval and Inadequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments, etc.

  5 for19 against
• Approval for overall borrowing limits under Section 180(1)(c) of the Companies Act, 2013

  ›Against Aditya Birla Sun Life Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundAs on 31 March 2025, the aggregate consolidated and standalone borrowings stood at Rs. 7.6 bn, with debt-EBIDTA ratio at 0.4x and debt-equity ratio at 0.1x as on 31 March 2025. The company, in their concall transcript, has disclosed a capex plan of ~Rs. 225.0-240.0 bn in the next three years, of which ~Rs. 50.0 bn has been completed as on 31 March 2025. As per public sources, this capex is expected to be undertaken from internal accruals. In FY25, the company had acquired 79.82% stake in Thriveni Earthmovers and Infra Private Limited (TEIPL) and in exchange issued 9.5% non-cumulative, non-convertible, redeemable Preference Shares aggregating Rs. 21.6 bn as consideration, thereby leading to an increase in debt levels. In the 2025 AGM, the company received shareholder approval to increase borrowing limits to Rs. 40.0 bn. The company has also received approval to raise NCDs aggregating Rs. 25.0 bn in FY26. While we understand that the current debt levels are low and the company has been judicious in the past while raising debt, we raise concern regarding the lack of a clear rationale for a 3.8x increase in debt limits in a relatively short time period. Given the lack of clarity, we do not support this resolution.
  • UTI Mutual FundAs on 31 March 2025, the aggregate consolidated and standalone borrowings stood at Rs. 7.6 bn, with debt-EBIDTA ratio at 0.4x and debt-equity ratio at 0.1x as on 31 March 2025. While we understand that the current debt levels are low and the company has been judicious in the past while raising debt, we raise concern regarding the lack of a clear rationale for a 3.8x increase in debt limits in a relatively short time period. Given the lack of clarity, we do not support this resolution.

  1 for4 against
• Approval under Section 180(1)(a) of the Companies Act, 2013, inter alia, for creation of mortgage or charge on the assets, properties or undertaking(s) of the Company

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

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance & Transparency concern: Majority of the Existing Borrowing Limit is unutilized, and no specific reason/ justification provided for the proposed increase when the existing limit is significantly unutilized.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency concern: Majority of the Existing Borrowing Limit is unutilized, and no specific reason/ justification provided for the proposed increase when the existing limit is significantly unutilized.
  • Kotak Mahindra Mutual FundThe proposed limit of 15,000 crores is ~2.34x times of the net worth of the Company. In the present case the existing limits are ~60% unutilized and the new proposed limits of 15,000 crores are significantly high. We do have concern for increase in borrowing limit if the Company has more than 50% of the borrowing limit remaining unutilised, unless the Company has disclosed specific reasons or strategic future plans for proposed increase of borrowing limit. We do not favour the resolution.

  15 for9 against
• Approval for the issuance of 19,57,458 equity shares of the Company on a preferential basis for consideration other than cash, towards the acquisition of stake in Thriveni Pellets Private Limited by way of a share swapMoreLess

  24 for0 against
• Approval of material related party transaction with Thriveni Pellets Private Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One 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, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundThriveni River Pellets Private Limited (TPPL) is currently a promoter-controlled company. The company is currently in the process of acquiring 49% equity stake in TPPL, post which it will be classified as an associate company. TPPL owns 49% in BRPL with the balance being held by JSW Techno Projects Management Limited (49%) and Mitsun Steel Private Limited (2%). The company seeks shareholder approval to enter into related party transactions with TTPL for operational transactions like sale and purchase of iron ore, offtake arrangement for products manufactured and provide/ receive performance guarantees, payment of conversion charges under tolling arrangements, recovery or payment of transportation and handling charges, Provision and receipt of services; subscription to equity shares, Purchase/Sale of Fixed Assets and extension of financial support in the form of Inter-Corporate Loan/Deposit/Corporate Guarantee and interest on this support. We do not support this resolution as it is an extension of financial support to a 49% associate (prospective) with no clarity on whether the financial assistance being provided is in the ratio of shareholding in TTPL. There is no clarity on the terms of such financial support. Further, the rationale for including enabling terms including purchase or sale of fixed assets is unclear. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundTransparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Transparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • HDFC Mutual FundThere is lack of clarity on whether the financial assistance being provided is in the ratio of shareholding in TTPL. There is no clarity on the terms of such financial support. Further, the rationale for including enabling terms including purchase or sale of fixed assets is unclear. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • ICICI Prudential Mutual FundGiven the lack of clarity on recipients, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundThe company seeks shareholder approval to enter into related party transactions with TTPL for operational transactions like sale and purchase of iron ore, offtake arrangement for products manufactured and provide/ receive performance guarantees, payment of conversion charges under tolling arrangements, recovery or payment of transportation and handling charges, Provision and receipt of services; subscription to equity shares, Purchase/Sale of Fixed Assets and extension of financial support in the form of Inter-Corporate Loan/Deposit/Corporate Guarantee and interest on this support. We do not support this resolution as it is an extension of financial support to a 49% associate (prospective) with no clarity on whether the financial assistance being provided is in the ratio of shareholding in TTPL. There is no clarity on the terms of such financial support. Further, the rationale for including enabling terms including purchase or sale of fixed assets is unclear. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • UTI Mutual FundWe do not support this resolution as it is an extension of financial support to a 49% associate (prospective) with no clarity on whether the financial assistance being provided is in the ratio of shareholding in TTPL. There is no clarity on the terms of such financial support. Further, the rationale for including enabling terms including purchase or sale of fixed assets is unclear. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.

  6 for18 against
• Approval of material related party transaction with Thriveni Earth Movers and Infra Private Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundIn the FY25 AGM the company sought shareholder approval for transactions on mining and transportation services of iron ore, supply of iron ore pellets, services in connection to construction and other related activities, transfer of mining rights and transfer of composite license, aggregating Rs. 55.0 bn for FY26. In view of subsequent business arrangements with TEIL, the company now proposes to enter into certain additional related party transactions, which shall be in addition to, and not in supersession of, the transactions previously approved. These additional transactions will aggregate Rs. 45.0 bn for FY26 and will include purchase/sale of fixed assets and provision financial assistance in the form of inter-corporate loans, deposits or corporate guarantees. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in TEIPL. Further, the terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundTransparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Transparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • HDFC Mutual FundThere is a lack of clarity on whether the financial assistance being provided is in the ratio of shareholding in TEIPL. Further, the terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • ICICI Prudential Mutual FundGiven the lack of clarity on recipients, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundIn view of subsequent business arrangements with TEIL, the company now proposes to enter into certain additional related party transactions, which shall be in addition to, and not in supersession of, the transactions previously approved. These additional transactions will aggregate Rs. 45.0 bn for FY26 and will include purchase/sale of fixed assets and provision financial assistance in the form of inter-corporate loans, deposits or corporate guarantees. The terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • UTI Mutual FundWe do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in TEIPL. Further, the terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.

  5 for19 against
• Approval of material related party transaction with Brahmani River Pellets Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One 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, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundBrahmani River Pellets Limited (BRPL) is a promoter-controlled company which is engaged in production of Iron oxide Pellets. The company is currently jointly owned by Thriveni Pellets Privat Limited (49%), JSW Techno Projects Management Limited (49%) and Mitsun Steel Private Limited (2%). We understand that the company is currently in the process of acquiring 49% equity stake in Thriveni Pellets Private Limited. Once the acquisition concludes, Lloyds Metal will have ~24.01% economic interest in BRPL through TPPL. The company seeks shareholder approval to enter into related party transactions with BRPL for operational transactions like sale and purchase of iron ore, offtake arrangement for products manufactured and provide/ receive performance guarantees, payment of conversion charges under tolling arrangements, recovery or payment of transportation and handling charges, Provision and receipt of services; subscription to equity shares, Purchase/Sale of Fixed Assets and extension of financial support in the form of Inter-Corporate Loan/Deposit/Corporate Guarantee and interest on this support. We raise concern over the lack of rationale for the company to provide financial support to a promoter-controlled entity. Post acquisition of the 49% stake in TTPL, the company will have ~24.01% economic interest in BRPL. We raise concern that there is no clarity on whether the financial assistance being provided is in the ratio of economic or actual shareholding in BRPL. Further, the terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support the resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundTransparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Transparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • HDFC Mutual FundThere is a lack of clarity on whether the financial assistance being provided is in the ratio of economic or actual shareholding in BRPL. Further, the terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support the resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to lack of clarity and as we do not understand the rationale behind transacting with the specific promoter-controlled entity.
  • Kotak Mahindra Mutual FundWe do have concern over the lack of rationale for the company to provide financial support to a promoter-controlled entity. Post acquisition of the 49% stake in TTPL, the company will have ~24.01% economic interest in BRPL. We raise concern that there is no clarity on whether the financial assistance being provided is in the ratio of economic or actual shareholding in BRPL. Further, the terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • UTI Mutual FundWe raise concern over the lack of rationale for the company to provide financial support to a promoter-controlled entity. Post acquisition of the 49% stake in TTPL, the company will have ~24.01% economic interest in BRPL. We raise concern that there is no clarity on whether the financial assistance being provided is in the ratio of economic or actual shareholding in BRPL. Further, the terms are enabling including purchase/sale of fixed assets, without granular detail on what these entail. In the absence of this information, we are unable to make an informed decision. We do not support the resolution.

  6 for18 against
• Approval of material related party transaction with proposed subsidiary in Dubai, United Arab Emirates

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One 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, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual FundThe company proposes to enter into a related party transactions with a proposed subsidiary to be incorporated in Dubai, United Arab Emirates. From stock exchange disclosures, we understand that the name of the proposed subsidiary is proposed to be Lloyds Global Resources FZCO or such other name as may be approved by the respective authorities. We also understand that the company will make the investment at an aggregate consideration of AED 250 million (~Rs. 6.0 bn) to the proposed subsidiary towards subscription of 100% shareholding in one or more tranches. However, we raise concern that the notice does not carry any information regarding the proposed shareholding of the company in the subsidiary nor the financial/business profile of the subsidiary. Further, if the proposed subsidiary is a wholly owned subsidiary, it is unclear why the company seeks shareholder approval for related party transactions with a wholly owned subsidiary as it is exempt under regulations. The company must provide a rationale for seeking shareholder approval. In the absence of the counterparty details, we cannot support these transactions. We do not support this resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundTransparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Transparency Concern: Inadequate justification as to how the purchase and sale of fixed assets falls under ordinary course of business.
  • HDFC Mutual FundThe notice does not carry any information regarding the proposed shareholding of the company in the subsidiary nor the financial/business profile of the subsidiary. Further, if the proposed subsidiary is a wholly owned subsidiary, it is unclear why the company seeks shareholder approval for related party transactions with a wholly owned subsidiary as it is exempt under regulations. The company must provide a rationale for seeking shareholder approval. In the absence of the counterparty details, we cannot support these transactions. We do not support this resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to lack of clarity.
  • Kotak Mahindra Mutual FundIf the proposed subsidiary is a wholly owned subsidiary, it is unclear why the company seeks shareholder approval for related party transactions with a wholly owned subsidiary as it is exempt under regulations. The company must provide a rationale for seeking shareholder approval. In the absence of the counterparty details, we cannot support these transactions. We do not support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundThe company proposes to enter into a related party transactions with a proposed subsidiary to be incorporated in Dubai, United Arab Emirates. From stock exchange disclosures, we understand that the name of the proposed subsidiary is proposed to be Lloyds Global Resources FZCO or such other name as may be approved by the respective authorities. We also understand that the company will make the investment at an aggregate consideration of AED 250 million (~Rs. 6.0 bn) to the proposed subsidiary towards subscription of 100% shareholding in one or more tranches. However, we raise concern that the notice does not carry any information regarding the proposed shareholding of the company in the subsidiary nor the financial/ business profile of the subsidiary. Further, if the proposed subsidiary is a wholly owned subsidiary, it is unclear why the company seeks shareholder approval for related party transactions with a wholly owned subsidiary as it is exempt under regulations. The company must provide a rationale for seeking shareholder approval. In the absence of the counterparty details, we cannot support these transactions. We do not support this resolution.
  • UTI Mutual FundThe company proposes to enter into a related party transactions with a proposed subsidiary to be incorporated in Dubai, United Arab Emirates. However, we raise concern that the notice does not carry any information regarding the proposed shareholding of the company in the subsidiary nor the financial/business profile of the subsidiary. Further, if the proposed subsidiary is a wholly owned subsidiary, it is unclear why the company seeks shareholder approval for related party transactions with a wholly owned subsidiary as it is exempt under regulations. In the absence of the counterparty details, we cannot support these transactions. We do not support this resolution.

  6 for18 against

Mutual fund votes, meeting of 2 Jun 2025, 23 fund houses

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

• Adoption of the audited Standalone Financial Statement of the Company for the Financial Year ended 31st march, 2025 and the reports of the Board of Directors and auditors thereon.

  23 for0 against
• Adoption of the audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March, 2025 and the report of auditors thereon

  23 for0 against
• Declaration of Dividend for the Financial Year ended 31st march, 2025

  19 for0 against
• Appointment of Mr. Babulal Agarwal (DIN: 00029389) as a Non-Executive Non-Independent Director liable to retire by rotation

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundThe director’s re-appointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on the merits of the Director. Non-Compliance under SEBI (LODR) Regulations: Ordinary Resolution proposed for re-appointment of NED beyond the age of 75 years.
  • Baroda BNP Paribas Mutual FundNeed to follow appropriate process through special resolution
  • Nippon India Mutual FundNon-Compliance under SEBI (LODR) Regulations
  • quant Mutual FundRelated to the appointment of Mr Babulal Agarwal as Non-Executive Non-Independent Director liable to retire by rotation. No concern on the merits of the Director. Non-Compliance under SEBI (LODR) Regulations: The director’s re-appointment beyond 75 years of age is being proposed through an ordinary resolution, instead of the special resolution.

  13 for10 against
• Appointment of Mr. Rajesh Gupta (DIN: 00028379) as Managing Director liable to retire by rotation

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundDirector holdstwo full time positions in Companies which does not have Holding-Subsidiary relationship.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on the merits of the Appointee. Non-Compliant under Companies Act, 2013: Director holds 2 Full-Time Positions in Companies not having Holding-Subsidiary Relationship.
  • Nippon India Mutual FundNon-Compliance under SEBI (LODR) Regulations: Candidateholds 2 full time positions
  • quant Mutual FundRelated to the appointment of Mr Rajesh Gupta as Managing Director liable to retire by rotation. No concern on the merits of the appointee. Non-compliant under Companies Act, 2013: Director holds 2 full-time positions

  14 for9 against
• Ratification of remuneration payable to M/s. Singh M K & Associates, Cost Auditors of the Company

  23 for0 against
• Appointment of M/s. Mitesh shah & Co., Company Secretaries as Secretarial auditor of the Company for term of five (5) consecutive years and fixation of remuneration thereof

  23 for0 against
• Approval of material related party transaction with Thriveni Earthmovers Private Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One 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, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, SBI Mutual FundThe company had previously sought shareholder approval for transactions on mining and transportation services of iron ore, supply of iron ore pellets, services in connection to construction and other related activities, transfer of mining rights and transfer of composite license, for a limit not exceeding Rs. 35.0 bn for any financial year. The company now proposes to increase this limit to Rs. 55.0 bn per annum. While the previous approval was valid in perpetuity, the company has now clarified through the explanatory statement that the proposed approval will be valid for the entirety of FY26 till the FY26 AGM or fifteen months, whichever is earlier. Apart from the operational transactions for payment of mining charges to TEMPL; which is majority of the transactions in the previous years, the proposed transactions also include transfer of mining rights and transfer of composite license. It is unclear why approval is sought for transfer of mining rights and composite license to TEMPL, a promoter entity. Revenue from mining stood at ~81% of LMEL’s FY25 consolidated turnover. We believe that the transfer of mining rights and composite licenses to TEMPL may result in a substantial reduction in LMEL’s revenue. We do not support this resolution.
  • Angel One Mutual FundGovernance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • HDFC Mutual FundApart from the operational transactions for payment of mining charges to TEMPL, the proposed transactions also include transfer of mining rights and transfer of composite license. There is lack of clarity to why shareholder approval is sought for transfer of mining rights and composite license to TEIPL. We do not support this resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution. due to lack of clarity.
  • Kotak Mahindra Mutual FundThe company has not clarified and supported the basis of Arm s Length Pricing by relevant metrics and comparisons. Basis of Arm s Length Pricing will enable the shareholders to understand that the pricing has been determined in a fair and transparent manner. No clarification is provided on valuation report as well. Moreover, the company is transferring the mining rights and composite licenses to TEMPL which may result in a substantial reduction in LMEL s revenue. Based on the above highlighted concerns and no clarification provided by the company, voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • quant Mutual FundRelated to the approval of various related party transactions. Compliant with the law. Governance & transparency concern: Non-disclosure of basis of arm’s length pricing
  • UTI Mutual FundApart from the operational transactions for payment of mining charges to TEMPL; which is majority of the transactions in the previous years, the proposed transactions also include transfer of mining rights and transfer of composite license. It is unclear why approval is sought for transfer of mining rights and composite license to TEMPL, a promoter entity. Revenue from mining stood at ~81% of LMEL’s FY25 consolidated turnover. We believe that the transfer of mining rights and composite licenses to TEMPL may result in a substantial reduction in LMEL’s revenue. We do not support this resolution.

  5 for18 against
• Approval of material related party transaction with Thriveni Earthmovers & Infra Private Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One 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, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, SBI Mutual FundThe company seeks shareholder approval for transactions on mining and transportation services of iron ore, supply of iron ore pellets, services in connection to construction and other related activities, transfer of mining rights and transfer of composite license, for a limit not exceeding Rs. 55.0 bn per annum. The proposed approval will be valid for the entirety of FY26 till FY26 AGM or fifteen months, whichever is earlier. Apart from the operational transactions for payment of mining charges to TEIPL, the proposed transactions also include transfer of mining rights and transfer of composite license. It is unclear why shareholder approval is sought for transfer of mining rights and composite license to TEIPL. Revenue from mining stood at ~81% of LMEL’s FY25 consolidated turnover. We believe that the transfer of mining rights and composite licenses to TEMPL may result in a leakage in LMEL’s revenue, given that ~20% of equity shares are held by the promoters. We do not support this resolution.
  • Angel One Mutual FundGovernance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • HDFC Mutual FundApart from the operational transactions for payment of mining charges to TEIPL, the proposed transactions also include transfer of mining rights and transfer of composite license. There is lack of clarity to why shareholder approval is sought for transfer of mining rights and composite license to TEIPL. We do not support this resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution. due to lack of clarity.
  • Kotak Mahindra Mutual FundThe company has not clarified and supported the basis of Arm s Length Pricing by relevant metrics and comparisons. Basis of Arm s Length Pricing will enable the shareholders to understand that the pricing has been determined in a fair and transparent manner. No clarification is provided on valuation report as well. Moreover, It is unclear why shareholder approval is sought for transfer of mining rights and composite license to TEIPL. Revenue from mining stood at ~81% of LMEL s FY25 consolidated turnover. We believe that the transfer of mining rights and composite licenses to TEMPL may result in a leakage in LMEL s revenue, given that ~20% of equity shares are held by the promoters. Based on the above highlighted concerns and no clarification provided by the company, voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • quant Mutual FundRelated to the approval of various related party transactions. Compliant with the law. Governance & transparency concern: Non-disclosure of basis of arm’s length pricing
  • UTI Mutual FundApart from the operational transactions for payment of mining charges to TEIPL, the proposed transactions also include transfer of mining rights and transfer of composite license. It is unclear why shareholder approval is sought for transfer of mining rights and composite license to TEIPL. Revenue from mining stood at ~81% of LMEL’s FY25 consolidated turnover. We believe that the transfer of mining rights and composite licenses to TEMPL may result in a leakage in LMEL’s revenue, given that ~20% of equity shares are held by the promoters. We do not support this resolution.

  5 for18 against
• Approval of material related party transaction with Lloyds Infrastructure & Construction Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss 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, quant Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, SBI Mutual FundThe proposed transaction relates to construction activities such as design, engineering and construction of road infrastructure, bridge infrastructure, railway infrastructure, industrial civil work, complex / township, slurry pipeline, fabrication of steel structures and Technological structure. It also covers erection and installation structures including BOOT, BOO, BOLT, PPP models, purchase and sale of construction equipments and other services to be carried out on own-account basis or on a fee or contract basis. We raise concern that the company has not stated a clear rationale for the proposed transactions. LICL was incorporated in April 2023 and has limited operating history. Furthermore, no details have been provided about Lloyds Infrastructure & Construction Limited’s (LICL) business details, financial and shareholder profile, and hence we are unable to form an opinion on whether the proposed limit of Rs. 40.0 bn per annum is commensurate with the size of LICL’s operations. The company must also provide a rationale for the significant increase in the proposed limit of Rs. 40.0 bn. We do not support this resolution.
  • Angel One Mutual FundGovernance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Baroda BNP Paribas Mutual FundBeing RPT, would request more disclosures on pricing basis
  • HDFC Mutual FundThe company has not stated a clear rationale for the proposed transactions. No details have been provided about Lloyds Infrastructure & Construction Limited’s (LICL) business details, financial and shareholder profile. We do not support this resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution. due to lack of clarity.
  • Kotak Mahindra Mutual FundThe company has not clarified and supported the basis of Arm s Length Pricing by relevant metrics and comparisons. Basis of Arm s Length Pricing will enable the shareholders to understand that the pricing has been determined in a fair and transparent manner. No clarification is provided on valuation report as well. Furthermore, no details have been provided about Lloyds Infrastructure & Construction Limited s (LICL) business details, financial and shareholder profile, and hence we are unable to form an opinion on whether the proposed limit of Rs. 40.0 bn per annum is commensurate with the size of LICL s operations. The company must also provide a rationale for the significant increase in the proposed limit of Rs. 40.0 bn. Based on the above highlighted concerns and no clarification provided by the company, voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • quant Mutual FundRelated to the approval of various related party transactions. Compliant with the law. Governance & transparency concern: Non-disclosure of basis of arm’s length pricing
  • UTI Mutual FundWe raise concern that the company has not stated a clear rationale for the proposed transactions. LICL was incorporated in April 2023 and has limited operating history. Furthermore, no details have been provided about Lloyds Infrastructure & Construction Limited’s (LICL) business details, financial and shareholder profile, and hence we are unable to form an opinion on whether the proposed limit of Rs. 40.0 bn per annum is commensurate with the size of LICL’s operations. The company must also provide a rationale for the significant increase in the proposed limit of Rs. 40.0 bn. We do not support this resolution.

  4 for19 against
• Approval of material related party transaction with Mandovi River Pellets Private Limited

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas 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, quant Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Baroda BNP Paribas Mutual FundBeing RPT, would request more disclosures on pricing basis
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution. due to lack of clarity.
  • Kotak Mahindra Mutual FundThe company has not clarified and supported the basis of Arm s Length Pricing by relevant metrics and comparisons. Basis of Arm s Length Pricing will enable the shareholders to understand that the pricing has been determined in a fair and transparent manner. No clarification is provided on valuation report as well.
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • quant Mutual FundRelated to the approval of various related party transactions. Compliant with the law. Governance & transparency concern: Non-disclosure of basis of arm’s length pricing

  11 for12 against
• Approval of material related party transaction with Lloyds Engineering Works Limited

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas 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, quant Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Baroda BNP Paribas Mutual FundBeing RPT, would request more disclosures on pricing basis
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution. due to lack of clarity.
  • Kotak Mahindra Mutual FundThe company has not clarified and supported the basis of Arm s Length Pricing by relevant metrics and comparisons. Basis of Arm s Length Pricing will enable the shareholders to understand that the pricing has been determined in a fair and transparent manner. No clarification is provided on valuation report as well.
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • quant Mutual FundRelated to the approval of various related party transactions. Compliant with the law. Governance & transparency concern: Non-disclosure of basis of arm’s length pricing

  11 for12 against
• Approval of material related party transaction with Lloyds Surya Private Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One 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, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, SBI Mutual FundLloyds Surya Private Limited (LSPL) is a wholly owned subsidiary of the company. It is engaged in the business of generating and distributing solar, wind and hydro power. LSPL also builds and manages renewable energy projects. LSPL currently does not generate any revenue from operations. The company has separately proposed to invest up to Rs. 700.0 mn in Thriveni Earthmover and Infra Private Limited (TEIL). Post this, TEIL shall become a direct subsidiary of the company. After the investment of the company in TEIL, TEIL further plans to invest up to Rs. 600.0 mn in Lloyds Surya via fresh equity issuance by Lloyds Surya. As a result, Lloyds Surya shall become an indirect step-down subsidiary of TEIL and will no longer be a direct wholly-owned subsidiary. The company seeks shareholder approval to enter into related party transactions with LSPL for sale/purchase transactions, carrying out of mining and transportation of iron ore, infrastructure and resources sharing and grant of loans and corporate guarantees. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • Angel One Mutual FundGovernance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Non-Disclosure of Basis of Arm’s Length Pricing.
  • Bank of India Mutual FundLloyds Surya Private Limited (LSPL) is a wholly owned subsidiary of the company. It is engaged in the business of generating and distributing solar, wind and hydro power. LSPL also builds and manages renewable energy projects. LSPL currently does not generate any revenue from operations. The company has separately proposed to invest up to Rs. 700.0 mn in Thriveni Earthmover and Infra Private Limited (TEIL). Post this, TEIL shall become a direct subsidiary of the company. After the investment of the company in TEIL, TEIL further plans to invest up to Rs. 600.0 mn in Lloyds Surya via fresh equity issuance by Lloyds Surya. As a result, Lloyds Surya shall become an indirect step-down subsidiary of TEIL and will no longer be a direct wholly-owned subsidiary.The company seeks shareholder approval to enter into related party transactions with LSPL for sale/purchase transactions, carrying out of mining and transportation of iron ore, infrastructure and resources sharing and grant of loans and corporate guarantees. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • HDFC Mutual FundThe company seeks shareholder approval to enter into related party transactions with LSPL for sale/purchase transactions, carrying out of mining and transportation of iron ore, infrastructure and resources sharing and grant of loans and corporate guarantees. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution. due to lack of clarity.
  • Kotak Mahindra Mutual FundThe company seeks shareholder approval to enter into related party transactions with LSPL for sale/purchase transactions, carrying out of mining and transportation of iron ore, infrastructure and resources sharing and grant of loans and corporate guarantees. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL. In the absence of this information, we are unable to make an informed decision. We do not support this resolution. Based on the above highlighted concerns and no clarification provided by the company, voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • quant Mutual FundRelated to the approval of various related party transactions. Compliant with the law. Governance & transparency concern: Non-disclosure of basis of arm’s length pricing
  • UTI Mutual FundWe do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL. In the absence of this information, we are unable to make an informed decision. We do not support this resolution.

  5 for18 against
• Approval of material related party transaction with Sunflag Iron and Steel Co Ltd

  23 for0 against
• Appointment and remuneration of related party, Mr. Arnav Agarwal, holding office or place of profit

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India 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, quant Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundArnav Agarwal is the son of Ravi Agarwal – part of the promoter group, and the grandson of Babulal Agarwal - a Non-Executive Non-Independent Director on the board. He is currently Manager- Growth at Lloyds Metals and has been with the company since September 2023. His estimated annual pay as Vice President – Strategic Growth is Rs. 13.4 mn, subject to periodic increments, which are at the discretion of the Nomination and Remuneration Committee (NRC). There is no clarity on his age and no disclosures with respect to how his remuneration has been determined and benchmarked. Further, the company must provide comprehensive disclosures regarding his roles and responsibilities as Vice President – Strategic Growth. His proposed remuneration of Rs. 13.4 mn is comparable with the remuneration of the current whole-time directors, all of whom have significantly higher professional experience. We further raise concern that the NRC is authorized to approve salary revisions which effectively results in his overall remuneration being open-ended. We also raise concern that the resolution is enabling and is valid in perpetuity, therefore, given the uncapped nature of remuneration, future pay levels may be high, without requiring subsequent shareholder approval. Hence, we are unable to support the resolution.
  • Angel One Mutual FundPrior approval not sought. Governance & Transparency Concern: Basis of arriving at remuneration not disclosed; remuneration is not comparable with similar grade employees.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNon-Compliant under Companies Act, 2013: Prior approval not sought. Governance & Transparency Concern: Basis of arriving at remuneration not disclosed; remuneration is not comparable with similar grade employees.
  • Bank of India Mutual FundArnav Agarwal is the son of Ravi Agarwal – part of the promoter group, and the grandson of Babulal Agarwal - a Non-Executive Non-Independent Director on the board. He is currently Manager- Growth at Lloyds Metals and has been with the company since September 2023.His estimated annual pay as Vice President – Strategic Growth is Rs. 13.4 mn, subject to periodic increments, which are at the discretion of the Nomination and Remuneration Committee (NRC). There is no clarity on his age and no disclosures with respect to how his remuneration has been determined and benchmarked. Further, the company must provide comprehensive disclosures regarding his roles and responsibilities as Vice President – Strategic Growth.His proposed remuneration of Rs. 13.4 mn is comparable with the remuneration of the current whole-time directors, all of whom have significantly higher professional experience. We further raise concern that the NRC is authorized to approve salary revisions which effectively results in his overall remuneration being open-ended. We also raise concern that the resolution is enabling and is valid in perpetuity, therefore, given the uncapped nature of remuneration, future pay levels may be high, without requiring subsequent shareholder approval. Hence, we are unable to support the resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution. due to lack of clarity.
  • Kotak Mahindra Mutual FundThere is no clarity on his age and no disclosures with respect to how his remuneration has been determined and benchmarked. Further, the company must provide comprehensive disclosures regarding his roles and responsibilities as Vice President Strategic Growth. His proposed remuneration of Rs. 13.4 mn is comparable with the remuneration of the current whole-time directors, all of whom have significantly higher professional experience. We further raise concern that the NRC is authorized to approve salary revisions which effectively results in his overall remuneration being open-ended. We also raise concern that the resolution is enabling and is valid in perpetuity, therefore, given the uncapped nature of remuneration, future pay levels may be high, without requiring subsequent shareholder approval. Based on the above concerns and no clarification provided by the company, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon-Compliant under Companies Act, 2013. Prior approval not sought.
  • quant Mutual FundRelated to the appointment and remuneration of related party, Mr Arnav Agarwal, holding office or place of profit. Non-compliant under Companies Act, 2013: Prior approval not sought. Governance & transparency concern: Basis of arriving at remuneration not disclosed; remuneration is not comparable with similar grade employees.
  • SBI Mutual FundArnav Agarwal is the son of Ravi Agarwal – part of the promoter group, and the grandson of Babulal Agarwal - a Non-Executive Non-Independent Director on the board. He is currently Manager- Growth at Lloyds Metals and has been with the company since September 2023. His estimated annual pay as Vice President – Strategic Growth is Rs. 13.4 mn, subject to periodic increments, which are at the discretion of the Nomination and Remuneration Committee (NRC). However, SBIMF proxy voting guidelines does not support resolutions which are perpetual in nature. We do not support the resolution.
  • UTI Mutual FundArnav Agarwal is the son of Ravi Agarwal – part of the promoter group. There is no clarity on his age and no disclosures with respect to how his remuneration has been determined and benchmarked. We further raise concern that the NRC is authorized to approve salary revisions which effectively results in his overall remuneration being open-ended. We also raise concern that the resolution is enabling and is valid in perpetuity, therefore, given the uncapped nature of remuneration, future pay levels may be high, without requiring subsequent shareholder approval. Hence, we are unable to support the resolution.

  6 for17 against
• Approval for waiver of excess remuneration paid to Executive Directors of the Company

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Two Directors are holding two full-time positions in entities without Holding-Subsidiary relationship.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the proposed Waiver per-se. Governance Concern: Two Directors are holding Two Full-Time Positions in entities without Holding-Subsidiary relationship.
  • Nippon India Mutual FundGovernance Concern: Candidate holding Two Full-Time Positions
  • quant Mutual FundRelated to the approval for waiver of excess remuneration paid to Executive Directors. Compliant with the law. No concern on the proposed Waiver per-se. Governance concern: Two directors are holding two full-time positions in entities without holding-subsidiary relationship.

  14 for9 against
• Approval for variation in terms of remuneration of Executive Directors

  ›Against Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual FundThe company seeks shareholder approval to vary the terms of remuneration for Rajesh Gupta, Balasubramanian Prabhakaran and Madhur Gupta from 1 April 2025. The revised terms include an increase in fixed pay and the introduction of a commission component of up to 3% of net profits, in aggregate, to be shared among the three Executive Directors. Based on the consolidated FY25 PBT, the commission payout aggregates Rs. 569.1 mn, which is high. Given the nature of the industry, the company’s profits exhibit high volatility. As a result, the commission payout could be significantly higher in future years depending on profit levels. While we support linking executive remuneration to company performance, the company should have capped this in absolute terms, which would have allowed shareholders to better assess the impact of the variation. In the absence of an absolute cap on the commission, and given the inherent volatility of the business, the aggregate remuneration cannot be reasonably determined. As a good practice, the company must also consider disclosing the performance parameters that determine the variable pay. We do not support this resolution due to the open-ended nature of the proposed remuneration structure.
  • UTI Mutual FundThe revised terms include an increase in fixed pay and the introduction of a commission component of up to 3% of net profits, in aggregate, to be shared among the three Executive Directors. Given the nature of the industry, the company’s profits exhibit high volatility. As a result, the commission payout could be significantly higher in future years depending on profit levels. Because there is no cap at individual level and only at aggregate levels, we cannot determine individual remunerations. We do not support this resolution due to the open-ended and unclear nature of the proposed remuneration structure. Further, as a good practice, the company must also consider disclosing the performance parameters that determine the variable pay.

  2 for3 against
• Approval for overall borrowing limits under section 180(1)(c) of the Companies act, 2013

  5 for0 against
• Approval under section 180(1)(a) of the Companies act, 2013 inter alia for creation of mortgage or charge on the assets, properties or undertaking(s) of the Company

  22 for0 against
• Approval for issuance of securities of the company, in one or more tranches, through Private Placement/ Preferential allotment/ QIP and/or other permissible modes

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Excessive Dilution; No adequate justification for raising of funds; No clarity regarding whether Rights Issue will be opted for or not, and if yes, then for what portion.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Excessive Dilution; No adequate justification for raising of funds; No clarity regarding whether Rights Issue will be opted for or not, and if yes, then for what portion.
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure
  • quant Mutual FundRelated to the approval for issuance of securities of the company, in one or more tranches, through private placement/ preferential allotment/ QIP and/ or other permissible modes. Compliant with the law. Governance concern: Excessive dilution; inadequate justification for raising of funds; no clarity regarding whether Rights Issue will be opted for or not, and if yes, for what portion.

  14 for9 against

Mutual fund votes, meeting of 17 Jan 2025, 18 fund houses

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

• To consider and approve appointment of Mr. Dinesh Kumar Jain (DIN: 07239310). as Non-Executive, Independent Director of the Company

  18 for0 against
• To consider and approve appointment of Mr. Shabbirhusein Shaikhadam Khandwawala (DIN: 10821717). as Non-Executive, Independent Director of the Company

  18 for0 against
• To consider and approve ‘Lloyds Metals and Energy Employee Stock Option Scheme 2024’

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundUnder the scheme up to 20.0 mn stock options can be granted. There is lack of clarity on whether the scheme will constitute only a primary issue or secondary market purchase or both. The vesting would be subject to continued employment and the Nomination and Remuneration Committee (NRC) may determine additional Vesting criteria which may include performance-based conditions. The Exercise Price will be decided by the NRC at the time of grant and shall be linked with the Market Price as defined in the Scheme. The NRC has the power to provide a suitable discount on the price. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the 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. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosures regarding the Exercise Price/Pricing Formula. Governance & Transparency Concern: Potential maximum benefit to a single employee is excessive;
  • Baroda BNP Paribas Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosures regarding the Exercise Price/Pricing Formula. We appreciate more clarity on exercise price and discount formula. Also under the proposed scheme, potential maximum benefit to a single employee is excessive.
  • Edelweiss Mutual FundInadequate disclosures w.r.t Exercise price; Excessive potential benefit to single employee
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS which could be at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval of 'Lloyds Metals and Energy Employee Stock Option Scheme 2024. According to the Part C of Schedule I of SEBI Regulations, 2021, the company must disclose the exercise price or the formula in the explanatory statement. Since the company has not provided any disclosure on the same, voting against. Moreover, the company has mentioned that the Exercise Price shall not be less than the face value per share (Re. 1). If granted at face value, it represents a significant discount on the current market price. We do not favour schemes where the exercise price is at a significant discount to market price.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  4 for12 against
• To consider and approve grant of options to the employees of Group Company including its Subsidiary Company, in India or outside India of the Company under Lloyds Metals and Energy Employee Stock Option Scheme 2024MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundThrough resolution #4, the company seeks shareholder approval to extend the benefits of Lloyds Metals and Energy Employee Stock Option Scheme – 2024 to employees of group companies including its subsidiary companies. We do not support the extension of a listed company’s stock option schemes to group companies. Further, our view on this resolution is linked to resolution #3. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund: Non-Compliant with SEBI (SBEB & SE) Regulations 2021: Interlinked with Resolution #3. Governance Concern: Scheme proposed to be extended to Holding Companies without compelling reason.
  • Baroda BNP Paribas Mutual FundFor the ESOP scheme, we appreicate that group company should fund ESOP scheme from their own P&L and balance sheet. On ESOP scheme, we request better clarity on exercise price and pricing formula
  • Edelweiss Mutual FundInadequate disclosures w.r.t Exercise price; Excessive potential benefit to single employee; Scheme extended to Group Co.s apart from Subsidiaries
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS which could be at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • Kotak Mahindra Mutual FundWhile we support the extension of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associate companies and/or holding company. Moreover, our view is linked to resolution #3. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundScheme proposed to be extended to Associate Companies.

  4 for12 against
• To consider and approve grant of options to the employees of Associate Company, in India or outside India of the Company under Lloyds Metals and Energy Employee Stock Option Scheme 2024

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundThrough resolution #5, the company seeks shareholder approval to extend the benefits of Lloyds Metals and Energy Employee Stock Option Scheme – 2024 to employees of associate companies. Our view on this resolution is linked to resolution #3. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Interlinked with Resolution #3. Governance Concern: Scheme proposed to be extended to Associate Companies without compelling reason.
  • Bank of India Mutual FundWe reject giving ESOPs to employees of non wholly owned subsidiaries as the dilution will be faced by the minority investors of the listed entity but the benefit will also be enjoyed by the minority investors of subsidiary companies.
  • Baroda BNP Paribas Mutual FundOn ESOP scheme, we request better clarity on exercise price and pricing formula
  • Edelweiss Mutual FundInadequate disclosures w.r.t Exercise price; Excessive potential benefit to single employee; Scheme extended to Associate Co. s
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS which could be at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • Kotak Mahindra Mutual FundWhile we support the extension of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associate companies and/or holding company. Moreover, our view is linked to resolution #3. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundScheme proposed to be extended to Associate Companies.

  3 for13 against
• To consider and approve provision of money by the Company for the purchase of its own share by the Trust / Trustees for the benefit of employees under Lloyds Metals and Energy Employee Stock Option Scheme 2024MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundThe scheme will be implemented through a Lloyds Employee Welfare Trust. Accordingly, the Trust may buy 20,000,000 shares from the secondary market and these shall be transferred to employees on the exercise of stock options. Although, there is lack of clarity on whether the scheme will constitute only a primary issue or secondary market purchase or both. Through resolution #6, the company also seeks shareholder approval for providing loan to the trust for the purchase of its own shares. The quantum of the loan shall be within the overall limits prescribed under Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014. Our view is linked to Resolution #3.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Interlinked with Resolution #3.
  • Bank of India Mutual FundWe approve 2024 ESOP policy as it is on the similar T&Cs of previous ESOP policy and the company is giving out ESOPs to all the employee's (inc mine workers). The company gave assurance that the ESOPs wont be given at significant discount to the market price & promoters are not eligible for ESOPs. As the company operates in a Naxal disturbed area, having skin in the game for local laborers will ensure long term operational efficiencies.
  • Baroda BNP Paribas Mutual FundWe need more clarity on ESOP scheme price/ price formula
  • Edelweiss Mutual FundInadequate disclosures w.r.t Exercise price; Excessive potential benefit to single employee
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS which could be at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • Kotak Mahindra Mutual FundThe Company has made the legally required disclosures in support of the resolution. However, our view is linked to resolution #3.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundScheme proposed to be extended to Associate Companies.
  • SBI Mutual FundThe scheme will be implemented through a Lloyds Employee Welfare Trust. Accordingly, the Trust may buy 20,000,000 shares from the secondary market and these shall be transferred to employees on the exercise of stock options. Although, there is lack of clarity on whether the scheme will constitute only a primary issue or secondary market purchase or both. Through resolution #6, the company also seeks shareholder approval for providing loan to the trust for the purchase of its own shares. The quantum of the loan shall be within the overall limits prescribed under Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014. Our view is linked to Resolution #3. We do not support the resolution.
  • UTI Mutual FundOur view is linked to Resolution #3.

  3 for15 against
• To consider approval under section 186 of the Companies Act, 2013 interalia to give loans, inter corporate deposits, give guarantees in connection with loans made by any person or body corporate and acquire by way of subscription, purchase or otherwise the securities of any other body corporate in excess of the limits prescribedMoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundAs on 31 March 2024, the company has outstanding loans aggregating Rs. 500.5 mn. Therefore, the company has enough headroom under the current automatic limit of Rs. 57.3 bn to provide incremental financial support. While the company has historically not made any investments/loans/guarantees under section 186 of the Companies Act, this is an enabling approval, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. Through resolutions #8, #9 and #10, the company proposes to make incremental investments/guarantees to companies aggregating Rs. 35.7 bn, which can be done under the current outstanding limits. We believe that the proposed limits of Rs. 100.0 bn are significantly higher than the current limits and the company must disclose granular details including names of the companies to which this will be extended, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. In the absence of these disclosures, we are unable to support this resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with the law. Governance & Transparency Concern: Omnibus approval with Inadequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments.
  • Baroda BNP Paribas Mutual FundCompliant with the law. We have a concern regarding Omnibus approval with Inadequate disclosures w.r.t specific plan for utilization and specific recipient of the proposed loans/ investments.
  • Edelweiss Mutual FundInadequate disclosures w.r.t particulars of recipient
  • HDFC Mutual FundThere is a lack of clarity on the names of the companies to which the corporate guarantees will be extended, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to inadequate disclosures w.r.t. particulars of recipient and utilization of loan
  • Kotak Mahindra Mutual FundThe Company has not provided details of the proposed recipient for the loan / guarantee / making investments; consequently, there is lack of clarity as to who exactly would be the beneficiaries. The Company has not made any disclosure as to how it proposes to utilize the said limits, and how the proposed corporates will utilise the proposed funding; and what would be the terms and conditions of the proposed facilities. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure
  • SBI Mutual FundAs on 31 March 2024, the company has outstanding loans aggregating Rs. 500.5 mn. Therefore, the company has enough headroom under the current automatic limit of Rs. 57.3 bn to provide incremental financial support. While the company has historically not made any investments/loans/guarantees under section 186 of the Companies Act, this is an enabling approval, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. Through resolutions #8, #9 and #10, the company proposes to make incremental investments/ guarantees to companies aggregating Rs. 35.7 bn, which can be done under the current outstanding limits. We believe that the proposed limits of Rs. 100.0 bn are significantly higher than the current limits and the company must disclose granular details including names of the companies to which this will be extended, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. In the absence of these disclosures, we are unable to support this resolution.
  • UTI Mutual FundThe company has enough headroom under the current automatic limit of Rs. 57.3 bn to provide incremental financial support. This is an enabling approval, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. Through resolutions #8, #9 and #10, the company proposes to make incremental investments/guarantees to companies aggregating Rs. 35.7 bn, which can be done under the current outstanding limits. We believe that the proposed limits of Rs. 100.0 bn are significantly higher than the current limits. There is no clarity why such a high limit is required.

  3 for15 against
• To consider approval for providing a guarantee to third-party lenders for loans availed by Lloyds Surya Private Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, SBI Mutual FundLloyds Surya Private Limited (LSPL) is a wholly owned subsidiary of the company. It is engaged in the business of generating and distributing solar, wind and hydro power. LSPL also builds and manages renewable energy projects. LSPL currently does not generate any revenue from operations. The company has separately proposed to invest up to Rs. 700.0 mn in Thriveni Earthmover and Infra Private Limited (TEIL). Post this, TEIL shall become a direct subsidiary of the company. After the investment of the company in TEIL, TEIL further plans to invest up to Rs. 600.0 mn in Lloyds Surya via fresh equity issuance by Lloyds Surya. As a result, Lloyds Surya shall become an indirect step-down subsidiary of TEIL and will no longer be a direct wholly-owned subsidiary of the company.The company seeks shareholder approval to enter into related party transactions with LSPL to provide guarantees of up to Rs. 10.0 bn to third party lenders for loans availed LSPL. The financial assistance availed by Lloyds Surya will be utilized for acquiring trucks, trailers, logistics, ancillary equipment and infrastructure including storage space for commodities and workshop required to operate such logistics and transport operations, which shall be used for transporting iron ore, pellets, coal, steel and other commodities. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL. In the absence of this information, we are unable to make an informed decision.
  • Axis Mutual FundLloyds Surya Private Limited (LSPL) is a wholly owned subsidiary of the company. It is engaged in the business of generating and distributing solar, wind and hydro power. LSPL also builds and manages renewable energy projects. LSPL currently does not generate any revenue from operations. The company has separately proposed to invest up to Rs. 700.0 mn in Thriveni Earthmover and Infra Private Limited (TEIL). Post this, TEIL shall become a direct subsidiary of the company. After the investment of the company in TEIL, TEIL further plans to invest up to Rs. 600.0 mn in Lloyds Surya via fresh equity issuance by Lloyds Surya. As a result, Lloyds Surya shall become an indirect step-down subsidiary of TEIL and will no longer be a direct wholly-owned subsidiary of the company. The company seeks shareholder approval to enter into related party transactions with LSPL to provide guarantees of up to Rs. 10.0 bn to third party lenders for loans availed LSPL. The financial assistance availed by Lloyds Surya will be utilized for acquiring trucks, trailers, logistics, ancillary equipment and infrastructure including storage space for commodities and workshop required to operate such logistics and transport operations, which shall be used for transporting iron ore, pellets, coal, steel and other commodities. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL. In the absence of this information, we are unable to make an informed decision.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundTransactions is compliant with law. Transparency Concern: Inadequate disclosures w.r.t the basis of the Valuation of the MDO Business.
  • Baroda BNP Paribas Mutual FundTransactions is compliant with law. While issuance of corporate guarantee for a subsidiary is fine, we still like to better understand benefit of developing in-house logistics. Also this transaction is linked to acquisition of demerged MDO business wherein we seek more disclosures on valuation..
  • Edelweiss Mutual FundInadequate disclosures w.r.t underlying transaction of demerger of MDO Business
  • HDFC Mutual FundThere is no clarity on whether the financial assistance being provided is in the ratio of shareholding.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to inadequate disclosures
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for the entering into a certain transaction with its related party transaction with guarantee for repayment of debts availed by Lloyds Surya for an amount not exceeding 10,000 crores. However, due to inadequate disclosures w.r.t the underlying transaction viz., the demerger of the MDO business to the TEIL, that necessitates the proposed RPTs, voting against. To judge fairness of such transactions by the shareholders, they will have to be provided with adequate information related to proposed transactions, including the Valuation Report. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure
  • UTI Mutual FundLSPL currently does not generate any revenue from operations. The company has separately proposed to invest up to Rs. 700.0 mn in Thriveni Earthmover and Infra Private Limited (TEIL). Post this, TEIL shall become a direct subsidiary of the company. After the investment of the company in TEIL, TEIL further plans to invest up to Rs. 600.0 mn in Lloyds Surya via fresh equity issuance by Lloyds Surya. As a result, Lloyds Surya shall become an indirect step-down subsidiary of TEIL and will no longer be a direct wholly-owned subsidiary of the company. We do not support this resolution as it is an extension of financial support to a 79.82% subsidiary with no clarity on whether the financial assistance being provided is in the ratio of shareholding in LSPL.

  2 for16 against
• To consider and approve subscription to the equity shares of Thriveni Earthmovers and Infra Private Limited and execution of related documentation

  ›Against Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundTransactions is compliant with law. Transparency Concern: Inadequate disclosures w.r.t the basis of the Valuation of the MDO Business.
  • Baroda BNP Paribas Mutual FundTransactions is compliant with law. While we see merit in the proposed merger, we request more disclosures w.r.t the basis of the Valuation of the MDO Business.
  • Edelweiss Mutual FundInadequate disclosures w.r.t underlying transaction of demerger of MDO Business
  • HDFC Mutual FundCompany has not provided valuation report for the acquisition.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for the entering into a certain transaction with its related party transaction- Share Subscription Agreement for subscription of 70 crores equity shares, representing 79.82% of the total issued, subscribed and paid-up equity share capital of the TEIL for a consideration of 70 crores. However, due to inadequate disclosures w.r.t the underlying transaction viz., the demerger of the MDO business to the TEIL, that necessitates the proposed RPTs, voting against. To judge fairness of such transactions by the shareholders, they will have to be provided with adequate information related to proposed transactions, including the Valuation Report. Hence voting against.
  • Nippon India Mutual FundInadequate Disclosure

  7 for9 against
• To consider approval for providing a guarantee on the Redeemable Preference Shares to be issued by the Thriveni Earthmovers and Infra Private Limited to the promoter shareholders of Thriveni Earthmovers Private Limited (“TEMPL”) promoters or providing guarantee to third party lenders for loans availed by TEMPL promotersMoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundThriveni Earthmovers and Infra Private Limited (TEIL) will be issuing 9.5% Redeemable Preference Shares (RPS) for an amount of Rs. 21.57 bn to the promoter shareholders as consideration for receiving the Mine Development and Operation Business together with its associated assets and liabilities of TEMPL from TEIL, as per the Demerger Scheme which has been filed and is currently pending NCLT Approval. The company seeks shareholder approval to provide a guarantee for either the redemption of the RPS or for any liability undertaken by the Promoter Shareholders or any company controlled by the Promoter Shareholders for its principal business activities. While we recognize the rationale to guarantee the redemption of RPS, given that TEIL will eventually become a 79.82% subsidiary of the company, we raise concern over the flexibility built into this transaction to guarantee any financial liability undertaken by the Promoter shareholders. We also raise concern on the timing concern of the potential cash outflow. The redemption of the RPS will happen by March 2028 and hence the guarantee for the same would fall off. However, there is no clarity on the tenure of the other potential financial assistance to be availed by the promoter shareholders. Given this, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundTransactions is compliant with law. Transparency Concern: Inadequate disclosures w.r.t the basis of the Valuation of the MDO Business.
  • Baroda BNP Paribas Mutual FundTransactions is compliant with law. While we understaand merit in the proposed merger, we request more disclosures w.r.t the basis of the Valuation of the MDO Business.
  • Edelweiss Mutual FundInadequate disclosures w.r.t underlying transaction of demerger of MDO Business
  • HDFC Mutual FundCompany has not provided valuation report for the acquisition.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to inadequate disclosures
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for the entering into a certain transaction with its related party transaction- Providing a Guarantee on the Redeemable Preference Shares to be issued by the Thriveni Earthmovers and Infra Private Limited to the Promoter Shareholders of Thriveni Earthmovers Private Limited ( TEMPL ) or Providing Guarantee to Third Party Lenders for Loans availed by TEMPL Promoters However, due to inadequate disclosures w.r.t the underlying transaction viz., the demerger of the MDO business to the TEIL, that necessitates the proposed RPTs, voting against. To judge fairness of such transactions by the shareholders, they will have to be provided with adequate information related to proposed transactions, including the Valuation Report. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  3 for13 against

Mutual fund votes, meeting of 20 Aug 2024, 13 fund houses

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

• To receive, consider and adopt a. the Audited Standalone Financial Statements of the Company for the year ended 31st March, 2024, including the Audited Balance Sheet asnat 31st March, 2024 and the Statement of Profit and Loss of the Company for the year ended on that date, along with the reports of the Board of Directors and Auditors thereon.n b. the Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2024, including the Audited Balance Sheet as at 31st March, 2024 and the Statement of Profit and Loss of the Company for the year ended on that date, along with the report of Auditors thereon.MoreLess

  12 for0 against
• To appoint a director in place of Mr. Mukesh Gupta(DIN: 00028347), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance Concern: Chairman related to Managing Director.
  • Zerodha Mutual FundGovernance Concern: Chairman related to Managing Director.

  7 for5 against
• To declare Final Dividend on Equity Shares at the rate of 100%(Hundred percent) [i.e., Re. 1/- (Rupee One Only) per Equity Share of face value of Re. 1/- (Rupee One Only)] for the Financial Year ended 31st March, 2024MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNo concern in the proposed dividend per-se. Non-Compliant Resolution: Resolution proposed via Addendum to the notice before only 18 days to the AGM, against the legal provision of at least 21 days.
  • Zerodha Mutual FundNon-Compliant Resolution: Resolution proposed via Addendum to the notice before only 18 days to the AGM, against the legal provision of at least 21 days.

  7 for5 against
• Ratification of Remuneration of Cost Auditors of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundTransparency Concern: Resolution proposed is already approved by the shareholders in previous AGM. No clarity regarding why the Company is proposing the same resolution again.

  7 for5 against

Mutual fund votes, meeting of 29 Jul 2024, 13 fund houses

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

• Issuance by way of Preferential Allotment of 4,00,00,000 Convertible Warrants to Promoters and Other Investors being Non-Promoters, on Preferential Allotment Basis

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Warrants priced at par with equity shares & Significant dilution; Transparency Concern: Non-Disclosure of Valuation Report.
  • Nippon India Mutual FundWarrants priced at par with equity shares & Significant dilution; Transparency Concern: Non-Disclosure of Valuation Report
  • Zerodha Mutual FundPrice of warrants at par with equity shares, significant Dilution & Non-Disclosure of Valuation Report.

  8 for4 against
• Approval for Material Related Party Transaction(s) with Thriveni Earthmovers Private Limited (“TEMPL”)

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, SBI Mutual FundThe company had previously sought shareholder approval for transactions on mining and transportation services of iron ore, supply of iron ore pellets, services in connection to construction and other related activities, transfer of mining rights and transfer of composite license, for a limit not exceeding Rs. 20.0 bn for any financial year. The current approval additionally includes trading of assets and such other allied activities, services in connection thereto to and related activities. It is unclear why shareholder approval is sought for transfer of mining rights to TEMPL, a promoter entity. Revenue from mining stood at ~81% of LMEL’s FY24 consolidated turnover. We believe that the transfer of mining rights and composite licenses to TEMPL may result in a substantial reduction in LMEL’s revenue. Further, there is no clarity on the consideration to LMEL on transfer of these rights. The company has not defined a tenure for the transaction and thus the transaction is effective in perpetuity. We believe shareholders must get a chance to periodically review such transactions. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund"The company had previously sought shareholder approval for transactions on mining and transportation services of iron ore, supply of iron ore pellets, services in connection to construction and other related activities, transfer of mining rights and transfer of composite license, for a limit not exceeding Rs. 20.0 bn for any financial year. The current approval additionally includes trading of assets and such other allied activities, services in connection thereto to and related activities. It is unclear why shareholder approval is sought for transfer of mining rights to TEMPL, a promoter entity. Revenue from mining stood at ~81% of LMEL’s FY24 consolidated turnover. We believe that the transfer of mining rights and composite licenses to TEMPL may result in a substantial reduction in LMEL’s revenue. Further, there is no clarity on the consideration to LMEL on transfer of these rights. The company has not defined a tenure for the transaction and thus the transaction is effective in perpetuity. We believe shareholders must get a chance to periodically review such transactions. Therefore, we do not support the resolution."
  • Edelweiss Mutual FundFull information not disclosed, there can be conflict of interest
  • Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI LODR Regulations: Omnibus approval for perpetuity without specifying term. Governance Concern: Basis of arm’s length not disclosed.
  • HDFC Mutual FundThe approval is sought in perpetuity and we believe shareholders must get a chance to periodically review such payments
  • ICICI Prudential Mutual FundRationale for the transaction is unclear and the approval is sought in perpetuity. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundOmnibus approval for perpetuity without specifying term
  • Zerodha Mutual FundOmnibus Approval sought in perpetuity.

  0 for12 against
• Approval for material Related Party Transaction(s) with Lloyds Engineering Works Limited (“LEWL”) (formerly known as Lloyds Steels Industries Limited (“LSIL”))

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, SBI Mutual FundLloyds Engineering Works Limited (LEWL) (formerly known as Lloyds Steels Industries Limited) is a promoter-controlled entity and is listed on the stock exchanges. LSIL is a designer and manufacturer of heavy equipment, machinery and systems for hydro-carbon sector, oil and gas, steel plants, power plants, nuclear plant boilers and turnkey projects. During FY24, the value of RPTs with LEWL aggregated Rs. 4.4 bn. The proposed transactions include purchase/ sale/ supply or procurement of goods/ machinery/ materials and availing/ rendering of various services. The terms of these transactions will depend on the terms of contracts entered into. The company has not defined a tenure for the transaction and thus the transaction is effective in perpetuity. We believe shareholders must get a chance to periodically review such transactions. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI LODR Regulations: Omnibus approval for perpetuity without specifying term. Governance Concern: Basis of arm’s length not disclosed.
  • Edelweiss Mutual FundFull information not disclosed, there can be conflict of interest
  • HDFC Mutual FundThe approval is sought in perpetuity and we believe shareholders must get a chance to periodically review such payments
  • ICICI Prudential Mutual FundThe approval sought is omnibus and in perpetuity. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundOmnibus approval for perpetuity without specifying term
  • Zerodha Mutual FundOmnibus Approval sought in perpetuity.

  0 for12 against
• Approval for material Related Party Transaction(s) with Mandovi River Pellets Private Limited (“MRPPL”)

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, SBI Mutual FundMandovi River Pellets Private Limited (MRPPL) is a promoter-controlled entity. Balasubramanian Prabhakaran (promoter of Thriveni group and LMEL) is a director and promoter of Mandovi River Pellets Private Limited. The proposed transactions are in the nature of sale of iron ore, iron ore pellets and other products to MRPPL and other trading activities/incidental activities. Such transactions amounted to ~Rs. 8.1 bn in FY24. The resolution does not state the tenure of the transaction and thus the approval is effectively valid in perpetuity. We believe shareholders must get a chance to periodically review such transactions. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI LODR Regulations: Omnibus approval for perpetuity without specifying term. Governance Concern: Basis of arm’s length not disclosed.
  • Edelweiss Mutual FundFull information not disclosed, there can be conflict of interest
  • HDFC Mutual FundThe approval is sought in perpetuity and we believe shareholders must get a chance to periodically review such payments
  • ICICI Prudential Mutual FundRationale for the transaction is unclear and the approval is sought in perpetuity. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundOmnibus approval for perpetuity without specifying term
  • Zerodha Mutual FundOmnibus Approval sought in perpetuity.

  0 for12 against
• Approval for material Related Party Transaction(s) with Lloyds Infrastructure and Construction Limitedn(“LICL”)

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, SBI Mutual FundLloyds Infrastructure and Construction Limited (LICL) was incorporated on 12 April 2023. It is engaged in construction and maintenance of motorways, streets, roads, other vehicular and pedestrian ways, highways, bridges, tunnels and subways. The proposed transaction relates to trading of machinery, construction activities such as design, engineering and construction of road infrastructure, bridge infrastructure, railway infrastructure, industrial civil work, complex / township, slurry pipeline, fabrication of steel structures and Technological structure. Also, erection and installation of steel structures, technological structures and equipment’s, electrical & instrumentation components and mechanical & utilities etc. including BOOT, BOO, BOLT, PPP models purchase and sale of construction equipment’s including but not limited to any such other equipment, material and such other services as may be required from time-to-time and the same can be carried out on own-account basis or on a fee or contract basis. The resolution does not state the tenure of the transaction and thus the approval is effectively valid in perpetuity. We believe shareholders must get a chance to periodically review such transactions. Further, the company has not stated a clear rationale for the proposed transactions. LICL was incorporated in April 2023 and has a limited operating history. Furthermore, no details have been provided about LICL’s business details, financial and shareholder profile. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI LODR Regulations: Omnibus approval for perpetuity without specifying term. Governance Concern: Basis of arm’s length not disclosed.
  • Edelweiss Mutual FundFull information not disclosed, there can be conflict of interest
  • HDFC Mutual FundThe approval is sought in perpetuity and we believe shareholders must get a chance to periodically review such payments
  • ICICI Prudential Mutual FundRationale for the transaction is unclear and the approval is sought in perpetuity. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundOmnibus approval for perpetuity without specifying term
  • Zerodha Mutual FundOmnibus Approval sought in perpetuity.

  0 for12 against
• Approval for material Related Party Transaction(s) with Sunflag Iron and Steel Company Limited (“Sunflag” / “SISCO”)

  12 for0 against

Mutual fund votes, meeting of 27 Apr 2024, 3 fund houses

• To raise capital by way of Qualified Institutions Placement to eligible Investor through an issuance of Equity Shares and/or other eligible securities

  3 for0 against
• Approval of Terms & Conditions of Related Party Transactions with Sunflag Iron and Steel Co. Limited

  3 for0 against