Muthoot Finance MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Aug 2025, 30 fund houses

• Adoption of Financial Statements for the Financial Year Ended March 31, 2025

  30 for0 against
• Appointment of Mr. George Thomas Muthoot (DIN: 00018281 ) as a director, liable to retire by rotation.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNon-Compliant w.r.t. Section 196 of the Companies Act, 2013: The Company not sought shareholders’ approval for continuation beyond the age of 70 years under his re-appointment.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundGeorge Thomas Muthoot, 74, is part of the promoter family and Whole-time Director of Muthoot Finance Limited. He has been on the board since 8 August 2005. He attended seven out of eight (88%) board meetings held in FY25. He retires by rotation. While his reappointment is in line with the statutory requirements, we raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). This practice deters from attracting the right talent to the company and limits systemic checks and balances within the organization. The company has an Executive Chairperson, a Managing Director, two Joint Managing Directors, and three Deputy Managing Directors: these designations do not provide clarity on role differentiation. The company must disclose the roles and responsibilities of these several directors. Further, the disproportionate promoter representation has resulted in the board expanding to the proposed 16 members, which is significantly higher than the NIFTY 500 median of 9 board members. We do not support the resolution.
  • Angel One Mutual FundThe Company not sought shareholders’ approval for continuation beyond the age of 70 years under his re-appointment.
  • Invesco Mutual FundGeorge Thomas Muthoot, 74, is part of the promoter family and Whole-time Director of Muthoot Finance Limited. He has been on the board since 8 August 2005. He attended seven out of eight (88%) board meetings held in FY25. He retires by rotation. While his reappointment is in line with the statutory requirements, we raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). This practice deters from attracting the right talent to the company and limits systemic checks and balances within the organization. The company has an Executive Chairperson, a Managing Director, two Joint Managing Directors, and three Deputy Managing Directors: these designations do not provide clarity on role differentiation. The company must disclose the roles and responsibilities of these several directors. Further, the disproportionate promoter representation has resulted in the board expanding to the proposed 16 members, which is significantly higher than the NIFTY 500 median of 9 board members. We do not support the resolution
  • Kotak Mahindra Mutual FundGeorge Thomas Muthoot, 74, is part of the promoter family and Whole-time Director of Muthoot Finance Limited. He has been on the board since 8 August 2005. He attended seven out of eight (88%) board meetings held in FY25. He retires by rotation. The Company has not sought shareholders approval for continuation beyond 70 years which is a regulatory requirement and no justification was provided. Hence, we do not support the resolution.
  • LIC Mutual FundConcerns over The Company not sought shareholders approval for continuation beyond the age of 70 years under his re-appointment.
  • Mirae Asset Mutual Fundas per advisory recommendation (passive Voting)
  • Nippon India Mutual FundNon-Compliant with Section 196 of the Companies Act, 2013: The Company has not sought shareholders’ approval for continuation beyond the age of 70 years under his re-appointment.
  • PGIM India Mutual FundNon-Compliant w.r.t. Section 196 of the Companies Act, 2013: The Company not sought shareholders approval for continuation beyond the age of 70 years under his re-appointment.

  10 for20 against
• Appointment of Mr. Alexander George (DIN: 00938073) as Director, liable to retire by rotation.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Remuneration practice of the Company appears skewed in favour of Mr. Alexander George and the Company has not provided any justification for payment of excessive remuneration to him.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundAlexander George, 45, is part of the promoter family and Whole-time Director of Muthoot Finance Limited, where he heads the marketing, operations and international expansion of the company. He has been on the board since 5 November 2014. He attended seven out of eight (88%) board meetings held in FY25. He retires by rotation. While his reappointment is in line with the statutory requirements, we raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). This practice deters from attracting the right talent to the company and limits systemic checks and balances within the organization. The company has an Executive Chairperson, a Managing Director, two Joint Managing Directors, and three Deputy Managing Directors: these designations do not provide clarity on role differentiation. The company must disclose the roles and responsibilities of these several directors. Further, the disproportionate promoter representation has resulted in the board expanding to the proposed 16 members, which is significantly higher than the NIFTY 500 median of 9 board members. We do not support the resolution.
  • Angel One Mutual FundGovernance Concern: Remuneration practice of the Company appears skewed in favour of Mr. AlexanderGeorge and the Company has not provided any justification for payment of excessive remuneration to him.
  • Invesco Mutual FundAlexander George, 45, is part of the promoter family and Whole-time Director of Muthoot Finance Limited, where he heads the marketing, operations and international expansion of the company. He has been on the board since 5 November 2014. He attended seven out of eight (88%) board meetings held in FY25. He retires by rotation. While his reappointment is in line with the statutory requirements, we raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). This practice deters from attracting the right talent to the company and limits systemic checks and balances within the organization. The company has an Executive Chairperson, a Managing Director, two Joint Managing Directors, and three Deputy Managing Directors: these designations do not provide clarity on role differentiation. The company must disclose the roles and responsibilities of these several directors. Further, the disproportionate promoter representation has resulted in the board expanding to the proposed 16 members, which is significantly higher than the NIFTY 500 median of 9 board members. We do not support the resolution
  • Kotak Mahindra Mutual FundAlexander George, 45, is part of the promoter family and Whole-time Director of Muthoot Finance Limited, where he heads the marketing, operations and international expansion of the company. He has been on the board since 5 November 2014. He attended seven out of eight (88%) board meetings held in FY25. He retires by rotation. The Company s remuneration practice appears more like a family arrangement; which does not consider the performance, age and experience of the director. The company has also not provided justification for the same. Hence, we do not support the resolution.
  • LIC Mutual FundGovernance Concern: Remuneration practice of the Company appears skewed in favour of Mr. Alexander George and the Company has not provided any justification for payment of excessive remuneration to him.
  • Mirae Asset Mutual Fundas per advisory recommendation (passive Voting)
  • Nippon India Mutual FundGovernance Concern: Remuneration practice of the Company appears skewed in favour of candidate and the Company has not provided any justification for payment of excessive remuneration.

  10 for20 against
• Re-appointment of Mr. Chamacheril Abraham Mohan (DIN: 00628107) as an Independent Director for a second consecutive term.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Proposed term will lead to prolonged association of more than 10 years with the Group; Failure in duty as NRC Chairman, as the Remuneration Practice of the Company appears delinked form the performance of EDs and unfair and to be skewed in favour of a particular executive director.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundChamacheril Abraham Mohan, 73, is a Chartered Accountant and Partner at K J Anto & Co. He is the former Vice Chairperson and Managing director of J Thomas & Co. Private Limited. He has been on the board since 31 August 2022. He attended all eight (100%) board meetings held in FY25. The company also seeks shareholder approval for his continuation on the board once he attains 75 years of age during the proposed term, as required under amendments to SEBI’s LODR. While his reappointment is in line with the statutory requirements, Chamacheril Abraham Mohan has been associated with Muthoot Group companies: Muthoot Money Limited, Muthoot Forex Limited, Muthoot Securities Limited since June 2016. His overall association with the group will therefore exceed ten years during the proposed five-year term. We do not support reappointment of Independent Directors if their aggregate tenure with the company or the group exceeds ten years during the proposed term as we believe that this is not in line with the spirit of the regulations. Therefore, we are unable to support his reappointment as Independent Director. We do not support the resolution.
  • Angel One Mutual FundGovernance Concern: Proposed term will lead to prolonged association of more than 10 years with the Group; Failure in duty as Nomination & Remuneration Committee Chairman, as the Remuneration Practice of the Company appears delinked form the performance of Executive Directors and unfair and to be skewed in favour of a particular executive director.
  • HDFC Mutual FundMr. Chamacheril Abraham Mohan, 73, is a Chartered Accountant and Partner at K J Anto & Co. He is the former Vice Chairperson and Managing director of J Thomas & Co. Private Limited. We do not support reappointment of Independent Directors if their aggregate tenure with the company or the group exceeds ten years during the proposed term. We do not support the resolution.
  • ICICI Prudential Mutual FundChamacheril Abraham Mohan has been associated with Muthoot Group companies since June 2016. His overall association with the group will therefore exceed ten years during the proposed five-year term. We do not support reappointment of Independent Directors if their aggregate tenure with the company or the group exceeds ten years. Therefore, the AMMC is unable to support his reappointment as Independent Director anf hence have voted against the resolution.
  • Invesco Mutual FundChamacheril Abraham Mohan, 73, is a Chartered Accountant and Partner at K J Anto & Co. He is the former Vice Chairperson and Managing director of J Thomas & Co. Private Limited. He has been on the board since 31 August 2022. He attended all eight (100%) board meetings held in FY25. The company also seeks shareholder approval for his continuation on the board once he attains 75 years of age during the proposed term, as required under amendments to SEBI’s LODR. While his reappointment is in line with the statutory requirements, Chamacheril Abraham Mohan has been associated with Muthoot Group companies: Muthoot Money Limited, Muthoot Forex Limited, Muthoot Securities Limited since June 2016. His overall association with the group will therefore exceed ten years during the proposed five-year term. We do not support reappointment of Independent Directors if their aggregate tenure with the company or the group exceeds ten years during the proposed term as we believe that this is not in line with the spirit of the regulations. Therefore, we are unable to support his reappointment as Independent Director. We do not support the resolution
  • Kotak Mahindra Mutual FundChamacheril Abraham Mohan, 73, is a Chartered Accountant and Partner at K J Anto & Co. He is the former Vice Chairperson and Managing director of J Thomas & Co. Private Limited. He has been on the board since 31 August 2022. He attended all eight (100%) board meetings held in FY25. His overall association with the group will be more than 10 years in the proposed term but not with the company. The Company s remuneration practice appears more like a family arrangement; which does not consider the performance, age and experience of the director. The company has also not provided justification for the same. Hence, we do not support the resolution.
  • LIC Mutual FundGovernance Concern: Proposed term will lead to prolonged association of more than 10 years with the Group; Failure in duty as NRC Chairman, as the Remuneration Practice of the Company appears delinked form the performance of EDs and unfair and to be skewed in favour of a particular executive director.
  • Mirae Asset Mutual Fundas per advisory recommendation (passive Voting)
  • Nippon India Mutual FundGovernance Concern: Proposed term will lead to prolonged association of more than 10 years with the Group;

  8 for22 against
• Re-appointment of Mr. Alexander George (holding DIN: 00938073) as Whole Time Director of the Company for a period of 5 (five) years with effect from September 30, 2025.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: No absolute cap on variable pay or overall proposed remuneration, when the Company’s past remuneration practice has been unfair, excessive, unjustified and skewed in his favour.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundAlexander George Muthoot, 45, is part of the promoter family and Whole-time Director. He heads the marketing, operations and international expansion of the company. He attended seven out of eight board meetings held in FY25. We do not support his reappointment to the board as we raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). This practice deters from attracting the right talent to the company and limits systemic checks and balances within the organization. The company has an Executive Chairperson, a Managing Director, two Joint Managing Directors, and three Deputy Managing Directors: these designations do not provide clarity on role differentiation. The company must disclose the roles and responsibilities of these several directors. Further, the disproportionate promoter representation has resulted in the board expanding to the proposed 16 members, which is significantly higher than the NIFTY 500 median of 9 board members. Therefore, we do not support his reappointment. We also raise concerns over his remuneration structure. His FY25 pay aggregated Rs. 270.3 mn. We estimate his FY26 pay at Rs. 299.8 mn. The proposed pay is high and not in line with the industry peers. Additionally, the annual performance incentive has not been capped and is open-ended at 1.0% of net profits: therefore, as profitability increases, the aggregate pay could be much higher. As a result, the remuneration terms are open ended: the company must cap the incentive in absolute terms and disclose the performance metrics which determine the variable pay. Further, total promoter remuneration aggregated Rs. 1,159.5 mn in FY25. This may rise significantly due to the open-ended remuneration structures of all promoter directors. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We do not support the proposed remuneration. We do not support the resolution.
  • Angel One Mutual FundGovernance Concern: No absolute cap on variable pay or overall proposed remuneration, when the Company’s past remuneration practice has been unfair, excessive, unjustified and skewed in his favour.
  • HDFC Mutual FundMr. Alexander George Muthoot, 45, is part of the promoter family and Whole-time Director. He heads the marketing, operations and international expansion of the company. His proposed pay is high and not in line with the industry peers. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because:• The proposed pay is open ended and has no absolute cap.• There are no disclosures on the performance metrics and (threshold and target) performance that theexecutive needs to achieve based on which payouts under variable pay will be made.• Given the size and profitability of the company, variable pay opportunity could result in a wide rangeof payouts that can be awarded to the executive by adjusting the variable pay element. The proposedpay after this is competitively positioned.
  • ICICI Prudential Mutual FundThe company has proposed a salary structure which consists of an open ended incentive structure at 1% of profit before tax before charging annual performance incentive or Rs. 18 million whichever is higher. We would prefer better clarity in the pay structure and hence propose to vote against the resolution. No issue with the reappointment. Hence the AMC has voted against the resolution.
  • Invesco Mutual FundAlexander George Muthoot, 45, is part of the promoter family and Whole-time Director. He heads the marketing, operations and international expansion of the company. He attended seven out of eight board meetings held in FY25. We do not support his reappointment to the board as we raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). This practice deters from attracting the right talent to the company and limits systemic checks and balances within the organization. The company has an Executive Chairperson, a Managing Director, two Joint Managing Directors, and three Deputy Managing Directors: these designations do not provide clarity on role differentiation. The company must disclose the roles and responsibilities of these several directors. Further, the disproportionate promoter representation has resulted in the board expanding to the proposed 16 members, which is significantly higher than the NIFTY 500 median of 9 board members. Therefore, we do not support his reappointment. We also raise concerns over his remuneration structure. His FY25 pay aggregated Rs. 270.3 mn. We estimate his FY26 pay at Rs. 299.8 mn. The proposed pay is high and not in line with the industry peers. Additionally, the annual performance incentive has not been capped and is open-ended at 1.0% of net profits: therefore, as profitability increases, the aggregate pay could be much higher. As a result, the remuneration terms are open ended: the company must cap the incentive in absolute terms and disclose the performance metrics which determine the variable pay. Further, total promoter remuneration aggregated Rs. 1,159.5 mn in FY25. This may rise significantly due to the open-ended remuneration structures of all promoter directors. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We do not support the proposed remuneration. We do not support the resolution
  • Kotak Mahindra Mutual FundAlexander George Muthoot, 45, is part of the promoter family and Whole-time Director. He heads the marketing, operations and international expansion of the company. He attended seven out of eight board meetings held in FY25. The Company s remuneration practice appears more like a family arrangement; which does not consider the performance, age and experience of the director. The company has also not provided justification for the same. We also raise concerns over his remuneration structure. His FY25 pay aggregated Rs. 270.3 mn. We estimate his FY26 pay at Rs. 299.8 mn. The proposed pay is high and not in line with the industry peers. Additionally, the annual performance incentive has not been capped and is open-ended at 1.0% of net profits: therefore, as profitability increases, the aggregate pay could be much higher. Hence, we do not support the resolution.
  • LIC Mutual FundGovernance Concern: No absolute cap on variable pay or overall proposed remuneration, when the Company s past remuneration practice has been unfair, excessive, unjustified and skewed in his favour.
  • Mirae Asset Mutual Fundas per advisory recommendation (passive Voting)
  • Nippon India Mutual FundGovernance Concern: No absolute cap on variable pay or overall proposed remuneration,
  • PGIM India Mutual FundCompliant with law. Governance Concern: No absolute cap on variable pay or overall proposed remuneration, when the Company s past remuneration practice has been unfair, excessive, unjustified and skewed in his favour.

  7 for23 against
• Appointment of Secretarial Auditors

  30 for0 against
• Increase in the Number of Directors on the Board of Directors

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern identified w.r.t to the justification. Governance Concern: Interlinked to Resolution #8 – As the proposed alteration in the AoA is not in line with SEBI listing regulations.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundThe company proposes to increase the total number of directors that can be appointed on its board from fifteen to sixteen to induct seasoned professionals, citing regulatory demands and the need for diverse expertise. Currently, the board consists of fifteen directors: seven Executive Directors and eight Independent Directors. We raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). Even at the current board size of fifteen directors, the board is larger than the median board size of nine directors for NIFTY 500 companies as of 31 December 2024. We believe that achieving consensus on many critical issues may become difficult if the board size exceeds fifteen directors. We do not support the resolution.
  • Angel One Mutual FundGovernance Concern: Interlinked to Resolution #8 – As the proposed alteration in the Articles of Association is not in line with SEBI listing regulations.
  • HSBC Mutual FundA larger board size may impact its effectiveness in attaining consensus on critical board issues. Shareholdersupport is not considered warranted
  • Invesco Mutual FundThe company proposes to increase the total number of directors that can be appointed on its board from fifteen to sixteen to induct seasoned professionals, citing regulatory demands and the need for diverse expertise. Currently, the board consists of fifteen directors: seven Executive Directors and eight Independent Directors. We raise concerns over disproportionate family representation on the board. The board comprises seven promoter directors in executive roles (47% of the board). Even at the current board size of fifteen directors, the board is larger than the median board size of nine directors for NIFTY 500 companies as of 31 December 2024. We believe that achieving consensus on many critical issues may become difficult if the board size exceeds fifteen directors. We do not support the resolution
  • LIC Mutual FundGovernance Concern: Interlinked to Resolution #8 As the proposed alteration in the AoA is not in line with SEBI listing regulations.
  • Mirae Asset Mutual Fundas per advisory recommendation (passive Voting)
  • Nippon India Mutual FundGovernance Concern: As the proposed alteration in the AoA is not in line with SEBI listing regulations.
  • PGIM India Mutual FundNo concern identified w.r.t to the justification. Governance Concern: Interlinked to Resolution #8 As the proposed alteration in the AoA is not in line with SEBI listing regulations.
  • UTI Mutual FundThe company proposes to increase the total number of directors that can be appointed on its board from fifteen to sixteen to induct seasoned professionals, citing regulatory demands and the need for diverse expertise. Currently, the board consists of fifteen directors: seven Executive Directors and eight Independent Directors. We raise concerns over disproportionate family representation on the board.

  8 for22 against
• Alteration of Articles of Association of the Company.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNon-Compliance wr.t. SEBI LODR Regulation, 2015: Proposed Articles i.e. Article 100 of the AoA allows the minimum number of Directors on the Board to be less than six directors.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, UTI Mutual FundThe company proposes to alter Article 100 of the Articles of Association to increase the total number of directors that can be appointed on its board from fifteen to sixteen (as outlined in resolution #7). Our view on resolution #8 is linked to our view on resolution #7. We do not support the resolution.
  • Angel One Mutual FundProposed Articles i.e. Article 100 of the Articles of Association allows the minimum number of Directors on the Board to be less than six directors.
  • HSBC Mutual FundA larger board size may impact its effectiveness in attaining consensus on critical board issues. Shareholdersupport is not considered warranted
  • Invesco Mutual FundThe company proposes to alter Article 100 of the Articles of Association to increase the total number of directors that can be appointed on its board from fifteen to sixteen. We do not support the resolution
  • LIC Mutual FundConcerns over Non-Compliance wr.t. SEBI LODR Regulation, 2015: Proposed Articles i.e. Article 100 of the AoA allows the minimum number of Directors on the Board to be less than six directors.
  • Mirae Asset Mutual Fundas per advisory recommendation (passive Voting)
  • Nippon India Mutual FundNon-Compliance to SEBI LODR Regulation, 2015: Proposed Articles i.e. Article 100 of the AoA allows the minimum number of Directors on the Board to be less than six directors.

  7 for23 against
• Appointment of Mr. Koodathumuriyil Verghese Eapen (DIN: 01613015) as Non-Executive Independent Director of the Company

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

  • Angel One Mutual FundGovernance Concern: Interlinked to Resolution #8 – As the proposed alteration in the Articles of Association is not in line with SEBI listing regulations; and existing Board size limit is only 15 directors.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merit of proposed appointee. Governance Concern: Interlinked to Resolution #8 – As the proposed alteration in the AoA is not in line with SEBI listing regulations; and existing Board size limit is only 15 directors.
  • Kotak Mahindra Mutual FundKoodathumuriyil Verghese Eapen, 65, is a retired IAS Officer with over thirty-five years of experience in the Government of India across ministries and departments. He has served as Secretary in the Ministry of Personnel, Public Grievances and Pensions, Joint Secretary (Banking) in the Department of Financial Services, and Secretary (Additional Charge) in the Ministry of Statistics and Programme Implementation. He has also held key roles in the Departments of Commerce, Personnel and Civil Aviation, and served as Finance Secretary, Planning Secretary, and Chairman of the Assam State Electricity Board in the states of Assam and Meghalaya. We raise concern that his appointment will lead to the board expanding to a size of 16 members, which is high. Our view on resolution #9 is linked to our view on resolution #8. Hence, we do not support the resolution.
  • LIC Mutual FundGovernance Concern: Interlinked to Resolution #8 As the proposed alteration in the AoA is not in line with SEBI listing regulations; and existing Board size limit is only 15 directors.
  • Nippon India Mutual FundGovernance Concern: – As the proposed alteration in the AoA is not in line with SEBI listing regulations; and existing Board size limit is only 15 directors.
  • PGIM India Mutual FundCompliant with law. No concern on the merit of proposed appointee. Governance Concern: Interlinked to Resolution #8 As the proposed alteration in the AoA is not in line with SEBI listing regulations; and existing Board size limit is only 15 directors.

  19 for11 against

Mutual fund votes, meeting of 29 May 2025, 30 fund houses

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

• Resolution for Appointment of Mr. George Joseph as an Independent Director on the Board of Directors of the Company

  30 for0 against
• Resolution for Increase in Borrowing Powers of the Board of Directors of the Company under Section 180 (1)(c) of the Companies Act, 2013

  29 for0 against

Mutual fund votes, meeting of 30 Sep 2024, 24 fund houses

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

• 1 - ADOPTION OF AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

  24 for0 against
• 2 - RE-APPOINTMENT OF MR. GEORGE MUTHOOT GEORGE (DIN: 00018329) AS A DIRECTOR LIABLE TO RETIRE BY ROTATION.

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: While his reappointment is in line with regulations, the company has seven promoters on the board as directors, which is excessive. This practice deters from attracting the right talent to the company, and limits systemic checks and balances within the organization. Therefore, we do not support his reappointment to the board. He also has 3 Full time positions in unrelated businesses.
  • Axis Mutual Fund, DSP Mutual Fund, Invesco Mutual FundGeorge Muthoot George, 49, is Whole-time Director and part of the promoter family. He attended all five board meetings held in FY24. While his reappointment is in line with regulations, the company has seven promoters on the board as directors, which is excessive. This practice deters from attracting the right talent to the company, and limits systemic checks and balances within the organization. Therefore, we do not support his reappointment to the board.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: 3 Full time positions in unrelated businesses.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  10 for13 against
• 3 - RE-APPOINTMENT OF MR. GEORGE ALEXANDER (DIN: 00018384) AS A DIRECTOR LIABLE TO RETIRE BY ROTATION.

  ›Against Axis Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundGeorge Alexander, 41, is Whole-time Director and part of the promoter family. While his reappointment is in line with regulations, the company has seven promoters on the board as directors, which is excessive. This practice deters from attracting the right talent to the company. Therefore, we do not support his reappointment to the board.
  • Invesco Mutual FundGeorge Alexander, 41, is Whole-time Director and part of the promoter family. While his reappointment is in line with regulations, the company has seven promoters on the board as directors, which is excessive. This practice deters from attracting the right talent to the company. Therefore, we do not support his reappointment to the board
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  20 for4 against
• 4 - RE-APPOINTMENT OF MR. GEORGE MUTHOOT JACOB (DIN: 00018955) AS A DIRECTOR LIABLE TO RETIRE BY ROTATION.

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNon-Compliant with Section 203(3) of the Companies Act, 2013: Holding two full time positions in the Companies which do not share holding and subsidiary relationship. Governance Concern: No absolute cap on variable pay, inadequate justification for revision in remuneration.
  • Axis Mutual Fund, DSP Mutual FundGeorge Muthoot Jacob, 41, is Whole-time Director and part of the promoter family. He attended four out of five (80%) board meetings held in FY24. While his reappointment is in line with regulations, the company has seven promoters on the board as directors, which is excessive. This practice deters from attracting the right talent to the company. Therefore, we do not support his reappointment to the board.
  • Invesco Mutual FundGeorge Muthoot Jacob, 41, is Whole-time Director and part of the promoter family. He attended four out of five (80%) board meetings held in FY24. While his reappointment is in line with regulations, the company has seven promoters on the board as directors, which is excessive. This practice deters from attracting the right talent to the company. Therefore, we do not support his reappointment to the board
  • Kotak Mahindra Mutual FundAs per MCA directorships, Mr. George Muthoot Jacob is part of the promoter family and is a WTD at Muthoot Finance Limited & Muthoot Vehicle & Asset Finance Limited. Section 203 of the Companies Act, 2013 restricts full time positions up to maximum two companies only in case of Holding - Subsidiary companies. However, as per available information, Muthoot Vehicle & Asset Finance Ltd and the Company does not share Holding - subsidiary relationship with the Company with unrelated business. The reappointment therefore is not legally compliant and hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  9 for14 against
• 5 - APPOINTMENT OF M/S KRISHNAMOORTHY AND KRISHNAMOORTHY, CHARTERED ACCOUNTANTS, KOCHI AS JOINT STATUTORY AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION.

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern on the merit of Proposed Statutory Auditors. Resolutions Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee not disclosed.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for appointment of M/s. Krishnamoorthy & Krishnamoorthy & M/s. P S D Y & Associates as Statutory Auditors for a period of 3 years from the conclusion of 27th AGM till the conclusion of 30th AGM of the Company to be held in the year 2027. While there are no concerns identified on the merit of the proposed statutory auditors, the company has not disclosed fees payable to each of the auditors. Therefore, the proposed resolution is not legally compliant hence voting against.

  17 for7 against
• 6 - APPOINTMENT OF M/S P S D Y AND ASSOCIATES, CHARTERED ACCOUNTANTS, KOCHI AS JOINT STATUTORY AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION.

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern on the merit of Proposed Statutory Auditors. Resolutions Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee not disclosed.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for appointment of M/s. Krishnamoorthy & Krishnamoorthy & M/s. P S D Y & Associates as Statutory Auditors for a period of 3 years from the conclusion of 27th AGM till the conclusion of 30th AGM of the Company to be held in the year 2027. While there are no concerns identified on the merit of the proposed statutory auditors, the company has not disclosed fees payable to each of the auditors. Therefore, the proposed resolution is not legally compliant hence voting against.

  17 for7 against
• 7 - RE-APPOINTMENT OF MR. ABRAHAM CHACKO (DIN: 06676990) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND CONSECUTIVE TERM.

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

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merit of proposed appointee. Governance concern: Uncertain terms of appointment.
  • Motilal Oswal Mutual Fund"Compliant with law. No concern on the merit of proposed appointee. Governance concern: Uncertain terms of appointment. "

  18 for6 against
• 8 - APPROVAL FOR CONTINUATION OF MR. VADAKKAKARA ANTONY GEORGE (DIN: 01493737) AS A NON - EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY WHO ATTAIN THE AGE OF 75 YEARS DURING THE TERM.

  ›Against 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundNo concern on the merit of proposed appointee. Non-Compliance with Regulation 17(1A) of SEBI LODR, 2015: No prior approval for appointment of director above 75 years of age. Further, there are seven promoter family members in executive capacities, which has resulted in the a board size of 14 members – this is higher than the NIFTY 500 median board size of between 9 and 10 board members. As a member of the NRC, he is responsible for ensuring that the board looks beyond the promoter family and inducts professionals onto the board
  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern on the merit of proposed appointee. Non-Compliance with Regulation 17(1A) of SEBI LODR, 2015: No prior approval for appointment of director above 75 years of age.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for continuation of Mr. Vadakkakara Antony George as an Independent Director beyond 75 years of age. As per Company, Mr. Vadakkakara Antony George will attain 75 years of age during his second term as an Independent Director. However, as on 21st September, 2024, Mr. Vadakkakara Antony George is already 75 years and 6 days old. As per SEBI rules, in the extant case, the appointment by the Board prior to shareholders approval is not in accordance with the above law. Hence voting against.

  15 for9 against
• 9 - RE-APPOINTMENT OF MR. GEORGE JACOB MUTHOOT (DIN: 00018235) AS WHOLE TIME DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 (FIVE) YEARS WITH EFFECT FROM APRIL 01, 2025.

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance concern: Holds combined position of Executive Director and Chairman of the Company; No absolute cap on variable pay, inadequate justification for proposed remuneration. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures.
  • Axis Mutual FundGeorge Jacob Muthoot, 71, is Chairperson and Whole-time Director and part of the promoter family. He attended all five board meetings held in FY24. He was paid a remuneration of Rs 245.5 mn in FY24. As per our estimates his proposed remuneration is ~ Rs. 275.8 mn for FY25 and Rs. 309.7 mn for FY26. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures since his overall remuneration could be substantially higher. The board has seven executive family members on board, which is excessive. Overall family remuneration for FY24 was Rs 1,053.7 mn. This could increase further, given the open-ended remuneration structures proposed for all promoter directors. While we support George Jacob Muthoot’s reappointment as Whole-time Director, we do not support the resolution due to concerns regarding his remuneration structure.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance concern: Holds combined position of Executive Director and Chairman of the Company; No absolute cap on variable pay, inadequate justification for proposed remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundMr. George Jacob Muthoot holds combined position of Executive Director and Chairman of the Company. Also, there is no absolute cap on his variable pay. The Company has not provided adequate justification for proposed remuneration. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundGeorge Jacob Muthoot, 71, is Chairperson and Whole-time Director and part of the promoter family. He attended all five board meetings held in FY24. He was paid a remuneration of Rs. 245.5 mn in FY24. As per our estimates his proposed remuneration is ~ Rs. 275.8 mn for FY25 and Rs. 309.7 mn for FY26. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures since his overall remuneration could be substantially higher. The board has seven executive family members on board, which is excessive. Overall family remuneration for FY24 was Rs. 1,053.7 mn. This could increase further, given the open-ended remuneration structures proposed for all promoter directors. While we support George Jacob Muthoot’s reappointment as Whole-time Director, we do not support the resolution due to concerns regarding his remuneration structure
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual Fund"Compliant with law. No concern identified on the merits of the proposed appointee. Governance concern: Holds combined position of Executive Director and Chairman of the Company; No absolute cap on variable pay, inadequate justification for proposed remuneration."

  6 for14 against
• 10 - RE-APPOINTMENT OF MR. GEORGE THOMAS MUTHOOT (DIN: 00018281) AS WHOLE TIME DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 (FIVE) YEARS WITH EFFECT FROM APRIL 01, 2025.

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: No absolute cap on variable pay, inadequate justification for proposed remuneration. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures.
  • Axis Mutual Fund, DSP Mutual FundGeorge Thomas Muthoot, 73, is Whole-time Director and part of the promoter family. He attended all five board meetings held in FY24. We do not support his reappointment as Whole-time Director due to excessive promoters on the board: the company has seven promoters on the board as directors. This practice deters from attracting the right talent to the company. Further, the company has not disclosed his roles and responsibilities as Whole-time Director. We also raise concerns regarding his remuneration structure. George Thomas Muthoot was paid a remuneration of Rs 245.5 mn in FY24. As per our estimates his proposed remuneration is ~ Rs. 275.8 mn for FY25 and Rs. 309.7 mn for FY26. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures since his overall remuneration could be substantially higher. Overall family remuneration for FY24 was Rs 1,053.7 mn. This could increase further, given the open-ended remuneration structures proposed for all promoter directors. Hence, we do not support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: No absolute cap on variable pay, inadequate justification for proposed remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundThe proposed pay is open ended and has no absolute cap. There are no disclosures on the performance metrics and (threshold and target) performance that the executives needs to achieve based on which payouts under variable pay will be made. Given the size and profitability of the company, variable pay opportunity could result in a wide range of payouts that can be awarded to the executives by adjusting the variable pay element. The proposed pay after this is competitively positioned.
  • ICICI Prudential Mutual FundThere is no absolute cap on his variable pay. The Company has not provided adequate justification for proposed remuneration. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundGeorge Thomas Muthoot, 73, is Whole-time Director and part of the promoter family. He attended all five board meetings held in FY24. We do not support his reappointment as Whole-time Director due to excessive promoters on the board: the company has seven promoters on the board as directors. This practice deters from attracting the right talent to the company. Further, the company has not disclosed his roles and responsibilities as Whole-time Director. We also raise concerns regarding his remuneration structure. George Thomas Muthoot was paid a remuneration of Rs. 245.5 mn in FY24. As per our estimates his proposed remuneration is ~ Rs. 275.8 mn for FY25 and Rs. 309.7 mn for FY26. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures since his overall remuneration could be substantially higher. Overall family remuneration for FY24 was Rs. 1,053.7 mn. This could increase further, given the open-ended remuneration structures proposed for all promoter directors. Hence, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  7 for16 against
• 11 - RE-APPOINTMENT OF MR. GEORGE ALEXANDER MUTHOOT (DIN: 00016787) AS MANAGING DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 (FIVE) YEARS WITH EFFECT FROM APRIL 01, 2025.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: No absolute cap on variable pay, inadequate justification for proposed remuneration. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual FundGeorge Alexander Muthoot, 69, is Managing Director and part of the promoter family. He attended all five board meetings held in FY24. He was paid a remuneration of Rs 245.5 mn in FY24. As per our estimates his proposed remuneration is ~ Rs. 275.8 mn for FY25 and Rs. 309.7 mn for FY26. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures since his overall remuneration could be substantially higher. The board has seven executive family members on board, which is excessive. Overall family remuneration for FY24 was Rs 1,053.7 mn. This could increase further, given the open-ended remuneration structures proposed for all promoter directors. While we support George Alexander Muthoot’s reappointment as Managing Director, we do not support the resolution due to concerns regarding his remuneration structure.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: No absolute cap on variable pay, inadequate justification for proposed remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundThe proposed pay is open ended and has no absolute cap. There are no disclosures on the performance metrics and (threshold and target) performance that the executives needs to achieve based on which payouts under variable pay will be made. Given the size and profitability of the company, variable pay opportunity could result in a wide range of payouts that can be awarded to the executives by adjusting the variable pay element. The proposed pay after this is competitively positioned.
  • ICICI Prudential Mutual FundThere is no absolute cap on his variable pay. The Company has not provided adequate justification for proposed remuneration. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundGeorge Alexander Muthoot, 69, is Managing Director and part of the promoter family. He attended all five board meetings held in FY24. He was paid a remuneration of Rs. 245.5 mn in FY24. As per our estimates his proposed remuneration is ~ Rs. 275.8 mn for FY25 and Rs. 309.7 mn for FY26. His remuneration is not comparable with industry peers and performance incentive being open ended at 1% of profits, without any cap in absolute amounts. We do not support such open-ended structures since his overall remuneration could be substantially higher. The board has seven executive family members on board, which is excessive. Overall family remuneration for FY24 was Rs. 1,053.7 mn. This could increase further, given the open-ended remuneration structures proposed for all promoter directors. While we support George Alexander Muthoot’s reappointment as Managing Director, we do not support the resolution due to concerns regarding his remuneration structure
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  7 for17 against
• 12 - REVISION IN THE TERMS OF REMUNERATION OF MR. GEORGE MUTHOOT GEORGE (DIN: 00018329) WHOLE TIME DIRECTOR OF THE COMPANY.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: 3 Full time positions in unrelated businesses, no absolute cap on variable pay, inadequate justification for revision in remuneration.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual FundGeorge Muthoot George was paid remuneration of Rs. 23.9 mn in FY24. His proposed remuneration terms add a variable component: annual performance incentive, which has been capped at 0.5% of profits. Since there is no absolute cap on the performance incentive and no track record of past payment, we are unable to estimate his remuneration from 1 April 2025. We do not support such open-ended structures since his overall remuneration could be substantially higher. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We believe the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundThe proposed pay is open ended and has no absolute cap. There are no disclosures on the performance metrics and (threshold and target) performance that the executives needs to achieve based on which payouts under variable pay will be made. Given the size and profitability of the company, variable pay opportunity could result in a wide range of payouts that can be awarded to the executives by adjusting the variable pay element. The proposed pay after this is competitively positioned.
  • ICICI Prudential Mutual FundMr. George Muthoot George holds 3 full time positions in unrelated business. Also, there is no absolute cap on his variable pay. The Company has not provided adequate justification for proposed revision in remuneration. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundGeorge Muthoot George was paid remuneration of Rs. 23.9 mn in FY24. His proposed remuneration terms add a variable component: annual performance incentive, which has been capped at 0.5% of profits. Since there is no absolute cap on the performance incentive and no track record of past payment, we are unable to estimate his remuneration from 1 April 2025. We do not support such open-ended structures since his overall remuneration could be substantially higher. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We believe the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  7 for17 against
• 13 - REVISION IN THE TERMS OF REMUNERATION OF MR. GEORGE MUTHOOT JACOB (DIN: 00018955), WHOLE TIME DIRECTOR OF THE COMPANY.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNon-Compliant with Section 203(3) of the Companies Act, 2013: Holding two full time positions in the Companies which do not share holding and subsidiary relationship. Governance Concern: No absolute cap on variable pay, inadequate justification for revision in remuneration.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual FundGeorge Muthoot Jacob was paid remuneration of Rs. 23.9 mn in FY24. His proposed remuneration terms add a variable component: annual performance incentive, which has been capped at 0.5% of profits. Since there is no absolute cap on the performance incentive and no track record of past payment, we are unable to estimate his remuneration from 1 April 2025. We do not support such open-ended structures since his overall remuneration could be substantially higher. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We believe the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundThe proposed pay is open ended and has no absolute cap. There are no disclosures on the performance metrics and (threshold and target) performance that the executives needs to achieve based on which payouts under variable pay will be made. Given the size and profitability of the company, variable pay opportunity could result in a wide range of payouts that can be awarded to the executives by adjusting the variable pay element. The proposed pay after this is competitively positioned.
  • ICICI Prudential Mutual FundUpon revision in terms of remuneration of Mr. George Muthoot Jacob the company is non-Compliant with Section 203(3) of the Companies Act, 2013. Further, he holds two full time positions in the Companies which do not share holding and subsidiary relationship. Also, there is no absolute cap on his variable pay. The Company has not provided adequate justification for proposed revision in remuneration. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundGeorge Muthoot Jacob was paid remuneration of Rs. 23.9 mn in FY24. His proposed remuneration terms add a variable component: annual performance incentive, which has been capped at 0.5% of profits. Since there is no absolute cap on the performance incentive and no track record of past payment, we are unable to estimate his remuneration from 1 April 2025. We do not support such open-ended structures since his overall remuneration could be substantially higher. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We believe the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  7 for17 against
• 14 - REVISION IN THE TERMS OF REMUNERATION OF MR. GEORGE ALEXANDER (DIN: 00018384), WHOLE TIME DIRECTOR OF THE COMPANY.

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified on the merits of the proposed appointee. Governance Concern: No absolute cap on variable pay, inadequate justification for revision in remuneration.
  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual FundGeorge Alexander was paid remuneration of Rs. 23.9 mn in FY24. His proposed remuneration terms add a variable component: annual performance incentive, which has been capped at 0.5% of profits. Since there is no absolute cap on the performance incentive and no track record of past payment, we are unable to estimate his remuneration from 1 April 2025. We do not support such open-ended structures since his overall remuneration could be substantially higher. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We believe the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundThe proposed pay is open ended and has no absolute cap. There are no disclosures on the performance metrics and (threshold and target) performance that the executives needs to achieve based on which payouts under variable pay will be made. Given the size and profitability of the company, variable pay opportunity could result in a wide range of payouts that can be awarded to the executives by adjusting the variable pay element. The proposed pay after this is competitively positioned.
  • ICICI Prudential Mutual FundThere is no absolute cap on his variable pay. The Company has not provided adequate justification for proposed remuneration. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundGeorge Alexander was paid remuneration of Rs. 23.9 mn in FY24. His proposed remuneration terms add a variable component: annual performance incentive, which has been capped at 0.5% of profits. Since there is no absolute cap on the performance incentive and no track record of past payment, we are unable to estimate his remuneration from 1 April 2025. We do not support such open-ended structures since his overall remuneration could be substantially higher. The company seeks shareholder approval via a special majority to provide for aggregate family remuneration to exceed regulatory thresholds. We believe the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  7 for17 against
• 15 - APPOINTMENT OF MR. EAPEN ALEXANDER AS EXECUTIVE DIRECTOR (IT AND DIGITAL INITIATIVES).

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Inadequate disclosures regarding the basis of arriving at the proposed pay and the same is stated to be at arm’s length basis. Fairness cannot be ascertained. No absolute cap on the variable pay proposed.
  • Axis Mutual Fund, Invesco Mutual FundEapen Alexander, 36, is the son of George Alexander Muthoot, Managing Director. He holds an MBA from Duke University, an MSC in International Political Economy from the London School of Economics and a BA Economics (Honours) degree from St. Xavier’s College, Mumbai. He is currently associated with The Muthoot Group overseeing the IT & Digital Transformation Initiatives, Business Analytics and Strategic Initiatives. His proposed remuneration terms include a variable component: annual performance incentive, which has been capped at 0.5% of profits. Since there is no absolute cap on the performance incentive and no track record of past payment, we are unable to estimate his remuneration. We do not support such open-ended structures since his overall remuneration could be substantially higher. We believe the company should either consider bringing on to the board seasoned professionals from outside or ration the number of family members on the board. Thus, we do not support the resolution.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundEapen Alexander's variable pay has a minimum limit, but not cap on the maximum, making this element open ended. There are no disclosures on the performance metrics and (threshold and target) performance that he needs to achieve based on which payouts under variable element will be made. In this case, after including the variable pay opportunity, his remuneration is competitively position and not aligned with companies operating in similar nature of business. The proposed pay is not commensurate with size and scale of company's operations. A flexibility to increase salary and special allowance by 15% each at board's discretion is deemed contentious. His proposed pay is in line with other Wholetime Directors, who by virtue of their position, would be expected to have a greater role and responsibility in managing the company.
  • ICICI Prudential Mutual FundThe Company has not provided adequate disclosures regarding the basis of arriving at the proposed pay which is being stated to be at arm’s length basis. Fairness of the proposed remuneration cannot be ascertained. Also, there is no absolute cap on his variable pay. Hence, the AMC has voted against the resolution.
  • LIC Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Inadequate disclosures regarding the basis of arriving at the proposed pay and the same is stated to be at arm s length basis. Fairness cannot be ascertained. No absolute cap on the variable pay proposed.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  6 for15 against

Mutual fund votes, meeting of 29 Sep 2023, 18 fund houses

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

• To receive, consider and adopt the audited financial statements (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2023 and the Report of the Directors and the Auditors thereonMoreLess

  18 for0 against
• To appoint a director in place of Mr. George Alexander Muthoot (DIN: 00016787), who retires by rotation and being eligible, seeks reappointment.

  18 for0 against
• To appoint a director in place of Mr. George Jacob Muthoot (DIN: 00018235), who retires by rotation and being eligible, seeks reappointment.

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on the merit. Governance Concern: Holding position of Executive Chairman.

  16 for2 against
• Appointment of Mr. Joseph Korah (DIN: 09128318) as an Independent Director.

  18 for0 against
• Re-appointment of Ms. Usha Sunny (DIN: 07215012) as Independent Director.

  18 for0 against
• Increase in borrowing powers of the Board of Directors of the Company under section 180(1)(c) of the Companies Act, 2013

  5 for0 against

Mutual fund votes, meeting of 31 Aug 2022, 17 fund houses

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

• To receive, consider and adopt Financial Statements (Standalone & Consolidated) for the year ended March 31, 2022.

  16 for0 against
• To appoint a Director in place of Mr. George Thomas Muthoot (holding DIN: 00018281), who retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment

  ›Against Axis Mutual Fund

  • Axis Mutual FundGeorge Thomas Muthoot, 71, is Whole-time Director and part of the promoter family. He has attended 100% (6 out of 6) board meeting in FY22. While his reappointment is in line with regulations, the company has seven promoters on the board as directors, which is excessive. This practice deters from attracting the right talent to the company. Therefore, we do not support his reappointment to the board.

  15 for1 against
• To appoint a Director in place of Mr. Alexander George (holding DIN: 00938073), who retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundHe is a Whole-time Director and represents the promoter family on the board. He has attended 100% (6 out of 6) board meeting in FY22. However, the remuneration paid to Mr. Alexander George has been increased by 250% as compared with remuneration paid for FY21. The remuneration paid to him is identical with the remuneration of other EDs who are aged more than 65 years. Hence, voted against this resolution.
  • Axis Mutual FundAlexander George, 42, is Whole-time Director and represents the promoter family on the board. He has attended 100% (6 out of 6) board meeting in FY22. While his reappointment is in line with regulations, the company has seven promoters on the board, which is excessive. This practice deters from attracting the right talent to the company. Therefore, we do not support his reappointment to the board.
  • Kotak Mahindra Mutual FundAlexander George, 42 (Promoter) is currently Whole-Time Director of the Company. He has close to 17 years of experience in marketing and operations. His joined the company 2006 and is heading the marketing, operations and international expansion of the Company. He has implemented various IT initiatives both customers and employees. While we support his reappointment as an Executive Director, the remuneration proposed to be paid is at a 250% increase from the earlier year. The company has not provided reasonable rationale a higher percentage increase in remuneration. Hence voting .
  • LIC Mutual FundCompliant with Law. Governance concern: Significant increase in remuneration
  • Nippon India Mutual FundSignificant increase in remuneration

  11 for5 against
• To Appoint M/s Elias George & Co., Chartered Accountants, Kochi as Joint Statutory Auditors of the Company

  ›Against Kotak Mahindra Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund

  • Kotak Mahindra Mutual FundNon-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee not disclosed
  • LIC Mutual FundNo concern on the merit of Proposed Statutory Auditors. Resolutions Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee not disclosed
  • Nippon India Mutual FundInadequate disclosure

  13 for3 against
• To Appoint M/s Babu A. Kallivayalil & Co., Chartered Accountants, Kochi as Joint Statutory Auditors of the Company

  ›Against Kotak Mahindra Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund

  • Kotak Mahindra Mutual FundNon-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee not disclosed
  • LIC Mutual FundNo concern on the merit of Proposed Statutory Auditors. Resolutions Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee not disclosed
  • Nippon India Mutual FundInadequate disclosure

  13 for3 against
• To appoint Mr. Chamacheril Abraham Mohan as an Independent Director of the Company

  16 for0 against
• To re-appoint Mr. Ravindra Pisharody as an Independent Director of the Company

  17 for0 against
• To re-appoint Mr. Vadakkakara Antony George as an Independent Director of the Company

  17 for0 against

Mutual fund votes, meeting of 27 Dec 2021, 19 fund houses

• To Approve the Appointment of M/s. Elias George & Co., Chartered Accountants (Firm Registration No.000801S) as one of the Joint Statutory Auditors and to fix their remunerauDBC0uDD9Fon

  19 for0 against
• To Approve the Appointment of M/s. Babu A. Kallivayalil & Co., Chartered Accountants (Firm Registration No.05374S) as one of the Joint Statutory Auditors and to fix their remuneration

  19 for0 against