L&T Finance CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 25 Jun 2024, 24 fund houses

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

• Adoption of financial statements for the year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon

  23 for0 against
• Declaration of dividend on Equity Shares

  24 for0 against
• Appointment of a director in place of Mr. S.N. Subrahmanyan (DIN: 02255382), who retires by rotation, and being eligible, offers himself for re-appointment.

  24 for0 against
• Appointment of a director in place of Mr. R. Shankar Raman (DIN: 00019798), who retires by rotation, and being eligible, offers himself for re-appointment.

  24 for0 against
• Appointment of Statutory Auditors of the Company.

  23 for0 against
• Continuation of Mr. Pavninder Singh (03048302) as a director on the board of the company.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST Pavinder Singh is warranted because he has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.

  21 for1 against

Mutual fund votes, meeting of 12 Mar 2024, 21 fund houses

• 1) Appoint Sudipta Roy (DIN: 08069653) as Managing Director and CEO for five years from 24 January 2024 and fix his remuneration.

  1 for0 against
• 2) Redesignate Dinanath Dubhashi (DIN: 03545900) as Whole-Time Director from 24 January 2024 to 30 April 2024 and fix his remuneration.

  1 for0 against
• 3) Appoint Dr. R. Seetharaman (DIN: 01846777), as Independent Director for five years from 23 January 2024.

  1 for0 against
• 4) Reappoint Ms. Nishi Vasudeva (DIN: 03016991), as an Independent Director for five years from 15 March 2024.

  1 for0 against
• 5) Approve increase in borrowing limits to Rs. 1500.0 bn.

  1 for0 against
• 6) Approve creation of charges/ mortgages on company’s assets for borrowings up to Rs. 1500.0 bn.

  1 for0 against
• Appoint Dr. R. Seetharaman (DIN: 01846777), as Independent Director for five years from 23 January 2024

  2 for0 against
• Appoint Sudipta Roy (DIN: 08069653) as Managing Director and CEO for five years from 24 January 2024 and fix his remuneration

  ›Against DSP Mutual Fund

  • DSP Mutual FundSudipta Roy’s proposed remuneration can range upwards from Rs 101.7 mn to Rs 108.3 mn excluding the fair value of ESOPs that may be granted in the year. The company has not provided any guidance on the retention pay and quantum of stock options that can be granted: these are to be decided by the NRC based on performance parameters that have not been disclosed. Under the Stock Option 2010 and the 2013 scheme of the company, options have been granted at a significant discount to market price. We do not favour remuneration structures where an undisclosed quantum of ESOPs 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. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We are unable to determine Sudipta Roy’s remuneration for FY25. Therefore, we are unable to support the resolution.

  1 for1 against
• Appointment of Dr. R. Seetharaman (DIN: 01846777) as an Independent Director of the Company to hold office for a term of 5 years i.e. from January 23, 2024 to January 22, 2029.

  17 for0 against
• Appointment of Mr. Sudipta Roy (DIN: 08069653) as the Managing Director and Chief Executive Officer of the Company for a term of 5 years with effect from January 24, 2024 upto January 23, 2029 and including remuneration.MoreLess

  ›Against HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund

  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Kotak Mahindra Mutual FundSudipta Roy s proposed remuneration can range upwards from Rs 101.7 mn to Rs 108.3 mn excluding the fair value of ESOPs that may be granted in the year. The company has not provided any guidance on the retention pay and quantum of stock options that can be granted: these are to be decided by the NRC based on performance parameters that have not been disclosed. Under the Stock Option 2010 and the 2013 scheme of the company, options have been granted at a significant discount to market price. We do not favour remuneration structures where an undisclosed quantum of ESOPs 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. This risks the interests of investors and those of employees. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  14 for3 against
• Approve Appointment and Remuneration of Sudipta Roy as Managing Director and Chief Executive Officer

  1 for0 against
• Approve creation of charges/ mortgages on company’s assets for borrowings up to Rs. 1500.0 bn

  2 for0 against
• Approve increase in borrowing limits to Rs. 1500.0 bn

  2 for0 against
• Approve Pledging of Assets for Debt

  1 for0 against
• Approve Redesignation and Remuneration of Dinanath Dubhashi as Whole-Time Director

  1 for0 against
• Approve Revision in Overall Borrowing Powers

  1 for0 against
• Creation of mortgage / charge on the assets.

  17 for0 against
• Elect R. Seetharaman as Director

  1 for0 against
• Re-appointment of Ms. Nishi Vasudeva (DIN:03016991) as an Independent Director of the Company for another term of 5 consecutive years with effect from March 15, 2024 to March 14, 2029.

  ›Against Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, ITI Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant: Appointment without serving the cooling off period of three years.
  • ICICI Prudential Mutual FundNo concern with the candidate. However, the law states that an independent director can serve a maximum consecutive period of 5 years and maximum two consecutive terms. Ms. Nishi Vasudeva was appointed for the first time as an Independent Director on the Board of the Company at the 9th AGM held on August 28, 2017 for a period of five years from June 15, 2017 to June 14, 2022 post which she ceased to remain an independent director of the company. Her next term should have started immediately but she is being re-appointed two years after her first term ended. This second term should have been limited to three years to limit her association with the group to 10 years. The present proposal leads to her association with the group to exceed 10 years. Hence, the AMC has voted against the resolution.
  • ITI Mutual FundNon-compliant with law. Not served the cooling off period for 3 years.
  • Kotak Mahindra Mutual FundSince the re-appointment of Ms Nishi Vasudeva is not a consecutive term, she needs to serve a cooling of 3 years before being re-appointed as per the Section 149 of Companies Act, 2013. Hence voting against.
  • Nippon India Mutual FundNo absolute cap on variable pay
  • PPFAS Mutual Fund, Zerodha Mutual FundAppointment without serving the cooling off period of three years.

  8 for9 against
• Re-designation of Mr. Dinanath Dubhashi (DIN:03545900) as the Whole-Time Director of the Company with effect from January 24, 2024 upto April 30, 2024 and including remuneration.

  17 for0 against
• Reappoint Ms. Nishi Vasudeva (DIN: 03016991), as an Independent Director for five years from 15 March 2024

  2 for0 against
• Redesignate Dinanath Dubhashi (DIN: 03545900) as Whole-Time Director from 24 January 2024 to 30 April 2024 and fix his remuneration

  2 for0 against
• Reelect Nishi Vasudeva as Director

  1 for0 against
• Revision in the overall borrowing powers of the Company and outstanding at any time shall not exceed the sum of Rs.1,50,000 Crore.

  17 for0 against

Mutual fund votes, meeting of 17 Aug 2023, 3 fund houses

• Approve Scheme of Arangement

  1 for0 against
• Scheme of Amalgamation amongst L&T Finance Limited, L&T Infra Credit Limited (formerly known as L&T Infra Debt Fund Limited), L&T Mutual Fund Trustee Limited and L&T Finance Holdings Limited

  1 for0 against
• Scheme of Amalgamation amongst the Company, L&T Infra Credit Limited (formerly known as L&T Infra Debt Fund Limited) (LTICL), L&T Mutual Fund Trustee Limited (LTMFTL) and L&T Finance Holdings Limited (LTFH) and Arrangement under Sections 230-232 read with Section 52 and other applicable provisions of the Act (Scheme).MoreLess

  1 for0 against

Mutual fund votes, meeting of 14 Aug 2023, 2 fund houses

• 1) Scheme of Amalgamation amongst the Company, L&T Infra Credit Limited (formerly known as L&T Infra Debt Fund Limited) (“LTICL”), L&T Mutual Fund Trustee Limited (“LTMFTL”) and L&T Finance Holdings Limited (“LTFH”).MoreLess

  1 for0 against
• To approve the Scheme of Amalgamation by way of merger by absorption among L&T Finance Limited (“Amalgamating Company 1” or “LTFL”), L&T Infra Credit Limited (formerly known as L&T Infra Debt Fund Limited) (“Amalgamating Company 2” or “LTICL”), L&T Mutual Fund Trustee Limited (“Amalgamating Company 3” or “LTMFTL”) and L&T Finance Holdings Limited (“Amalgamated Company” or “LTFH) and Arrangement (“Scheme”) under the provisions of Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 and rules thereunder.MoreLess

  1 for0 against

Mutual fund votes, meeting of 10 Aug 2023, 1 fund house

• Proposed to cosolidate in financial services entities into L&T Finance Holdings Limited

  1 for0 against

Mutual fund votes, meeting of 28 Jul 2023, 17 fund houses

• 1) Adoption of Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2023 and the Reports of the Directors and Auditors thereon.

  1 for0 against
• 1) Approve scheme of amalgamation of wholly owned subsidiaries L&T Finance Limited (LTFL) and L&T Mutual Fund Trustee Limited (LTMFTL) and wholly owned step-down subsidiary L&T Infra Credit Limited (LTICL) with L&T Finance Holdings Limited (LTFH).MoreLess

  1 for0 against
• 2) To declare dividend on Equity Shares.

  1 for0 against
• 3) Reappoint R. Shankar Raman (DIN: 00019798), as Director liable to retire by rotation.

  1 for0 against
• 4) Reappoint Dr. Rajani R. Gupte (DIN: 03172965) as Independent Director for five years from 28 June 2023.

  1 for0 against
• 5) Approve amendment to the Objects Clause of the Memorandum of Association.

  1 for0 against
• 6) Approve alteration to the Articles of Association.

  1 for0 against
• Accept Financial Statements and Statutory Reports

  1 for0 against
• Adoption of standalone and consolidated financial statements for the year ended 31 March 2022

  1 for0 against
• Adoption of standalone and consolidated financial statements for the year ended 31 March 2023

  2 for0 against
• Alteration of Articles of Association of the Company

  12 for0 against
• Amend Articles of Association - Board Related

  1 for0 against
• Amend Object Clause of the Memorandum of Association

  1 for0 against
• Amendment to the object clause of the Memorandum of Association of the Company

  12 for0 against
• Approve alteration to the Articles of Association

  3 for0 against
• Approve amendment to the Objects Clause of the Memorandum of Association

  3 for0 against
• Approve Dividend

  1 for0 against
• Approve payment of dividend of Re 2.0 per share (face value Rs 10.0)

  3 for0 against
• Approve Scheme of Amalgamation

  1 for0 against
• Approve scheme of amalgamation of wholly owned subsidiaries L&T Finance Limited (LTFL) and L&T Mutual Fund Trustee Limited (LTMFTL) and wholly owned step-down subsidiary L&T Infra Credit Limited (LTICL) with L&T Finance Holdings Limited (LTFH)MoreLess

  2 for0 against
• Re-appointment of Dr. Rajani R. Gupte (DIN: 03172965) as an Independent Director of the Company for another term of 5 consecutive years with effect from June 28, 2023 to June 27, 2028.

  ›Against ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • ICICI Prudential Mutual FundDr Rajani Gupte has been an Independent Director on the Board of L&T Financial Consultants Ltd from October 23, 2015 to October 17, 2017. She has also served on the Board of L&T Finance Ltd as an Independent Director since March 20, 2015, which is proposed to be amalgamated with the Company via an ongoing Tribunal Convened Meeting. Further, she was on the Board of L&T Housing Finance Ltd from 2015 till its amalgamation. Furthermore, she was appointed on the Board of the L&T Finance Holdings Limited w.e.f. 28th June, 2018 without serving any cooling-off period. Therefore, her total association with the group is considered as ~8 years. The current re-appointment is proposed for a period of 5 years. Hence, her association with the Group at the completion of the proposed term will exceed 10 years. The law suggests that an Independent Director of a company, can serve at maximum two terms of five years each. Although compliant under law, with this second appointment of five years, Dr. Gupte’s association with the Group will exceed 10 years. Such prolonged association with the group may dilute the independence of the director. Hence, the AMC has voted against this resolution.
  • Kotak Mahindra Mutual FundDr Rajani R. Gupte, 67 has over four decades of experience in administration. She has been associated with the Group for over a decade. She was on the board of L&T Finance Consultants, L&T Finance and L&T Housing Finance. Subject to the provisions of section 152, an independent director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report. Her term has already ended on 28th June, 2023, therefore, she ceased to be director of the Company unless re-appointed by the shareholders prior to her term coming to end. Such approval should have been obtained on or before 28th June, 2023. Her total association with the group is considered as ~8 years. The current re-appointment is proposed for a period of 5 years. Hence, her association with the Group at the completion of the proposed term will exceed 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we do not consider former group employees as independent.
  • Motilal Oswal Mutual FundNon-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as ID. Governance Concern: Proposed re-appointment would lead to prolonged association i.e. more than 10 years.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  8 for4 against
• Reappoint Dr. Rajani R. Gupte (DIN: 03172965) as Independent Director for five years from 28 June 2023

  3 for0 against
• Reappoint R. Shankar Raman (DIN: 00019798), as Director liable to retire by rotation

  3 for0 against
• Reelect R. Shankar Raman as Director

  1 for0 against
• Reelect Rajani R. Gupte as Director

  1 for0 against
• Scheme of Amalgamation amongst L&T Finance Limited (LTFL), L&T Infra Credit Limited (formerly known as L&T Infra Debt Fund Limited) (LTICL), L&T Mutual Fund Trustee Limited (LTMFTL) and the Company and Arrangement under Sections 230-232 read with Section 52 and other applicable provisions of the Act (Scheme).MoreLess

  12 for0 against
• To appoint a director in place of Mr. R. Shankar Raman (DIN: 00019798), who retires by rotation, and being eligible, offers himself for reappointment.

  12 for0 against
• To consider and adopt the audited standalone financial statements of the Company together with the report of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2023 and audited consolidated financial statements of the Company together with the report of the Auditors thereon for the financial year ended March 31, 2023.MoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Cooling off period not served; Prolonged association if proposed term is completed.

  11 for1 against
• To declare dividend of Rs.2 per Equity Share of Rs. 10 each on Equity Shares.

  1 for0 against
• To declare dividend on Equity Shares.

  11 for0 against