One 97 Communications CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 Nov 2025, 37 fund houses

• To approve transfer of the Offline Merchants Payment Business of One 97 Communications Limited (“Company / OCL”) to Paytm Payments Services Limited (“PPSL”), a wholly owned subsidiary of the Company.

  37 for0 against

Mutual fund votes, meeting of 29 Aug 2025, 35 fund houses

• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the reports of the Board of Directors and Auditors thereon.MoreLess

  35 for0 against
• To approve resolution for not filling up the vacancy caused by the retirement of Mr. Madhur Deora (DIN: 07720350), Executive Director, President and Group Chief Financial Officer, who is liable to retire by rotation and does not seek reappointment.MoreLess

  35 for0 against
• To approve payment of remuneration to Mr. Vijay Shekhar Sharma (DIN: 00466521), Managing Director and Chief Executive Officer of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual Fund, Unifi Mutual FundVijay Shekhar Sharma, 47, is the founder of the company. We note that the company has become profitable in Q1FY26. However, the sustainability of profits is yet to be demonstrated. Based on the proposed terms, Vijay Shekhar Sharma’s annual remuneration is fixed at an estimated Rs. 50.0 mn, excluding stock options and variable pay. The board has stated that in case it proposes to add a variable pay component in FY27, it will seek separate shareholder approval. While his cash pay is estimated at Rs. 50.0 mn in FY26, there is no clarity on the stock options which will be granted to him. The notice states that as on date, he does not hold any ESOPs and no ESOPs are proposed to be granted to him. However, the notice stops short of explicitly confirming that no stock options will be granted during the remainder of his tenure. It also does not indicate whether the company intends to seek shareholder approval should such a grant be proposed in the future (as is the case with resolution #5). As a result, we do not have sufficient information to make an informed decision. Therefore, we do not support the resolution.
  • Angel One Mutual FundGovernance Concern: Combined Position of Board Chairperson & Managing Director; it may lead to concentration of powers in a single person. Director had failed in his fiduciary duty towards minority shareholders in safeguarding their interest in matter pertaining to regulatory actions against Paytm Payments Bank Limited.
  • Capitalmind Mutual FundCompliant with law. Concern: Combined Position of Board Chairperson and Managing director may have independence implications. Resolution does not include providing compensation for stock options surrendered in past year, suggest it be included.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Combined Position of Board Chairperson & Managing Director; it may lead to concentration of powers in a single person. Director had failed in his fiduciary duty towards minority shareholders in safeguarding their interest in matter pertaining to regulatory actions against PPBL.
  • Invesco Mutual FundVijay Shekhar Sharma, 47, is the founder of the company. We note that the company has become profitable in Q1FY26. However, the sustainability of profits is yet to be demonstrated. Based on the proposed terms, Vijay Shekhar Sharma’s annual remuneration is fixed at an estimated Rs. 50.0 mn, excluding stock options and variable pay. The board has stated that in case it proposes to add a variable pay component in FY27, it will seek separate shareholder approval. While his cash pay is estimated at Rs. 50.0 mn in FY26, there is no clarity on the stock options which will be granted to him. The notice states that as on date, he does not hold any ESOPs and no ESOPs are proposed to be granted to him. However, the notice stops short of explicitly confirming that no stock options will be granted during the remainder of his tenure. It also does not indicate whether the company intends to seek shareholder approval should such a grant be proposed in the future. As a result, we do not have sufficient information to make an informed decision. Therefore, we do not support the resolution
  • LIC Mutual Fund, Nippon India Mutual FundGovernance Concern: Combined Position of Board Chairperson & Managing Director; it may lead to concentration of powers in a single person. Director had failed in his fiduciary duty towards minority shareholders in safeguarding their interest in matter pertaining to regulatory actions against PPBL.
  • UTI Mutual FundVijay Shekhar Sharma, 47, is the founder of the company. We note that the company has become profitable in Q1FY26. However, the sustainability of profits is yet to be demonstrated. Based on the proposed terms, Vijay Shekhar Sharma’s annual remuneration is fixed at an estimated Rs. 50.0 mn, excluding stock options and variable pay. The board has stated that in case it proposes to add a variable pay component in FY27, it will seek separate shareholder approval. While his cash pay is estimated at Rs. 50.0 mn in FY26, there is no clarity on the stock options which will be granted to him. The notice states that as on date, he does not hold any ESOPs and no ESOPs are proposed to be granted to him. However, the notice stops short of explicitly confirming that no stock options will be granted during the remainder of his tenure. It also does not indicate whether the company intends to seek shareholder approval should such a grant be proposed in the future. As a result, we do not have sufficient information to make an informed decision. Therefore, we do not support the resolution.

  20 for15 against
• To approve appointment of Ms. Urvashi Sahai (DIN: 09521316), as Director in the capacity of Whole-time Director designated as “Executive Director and General Counsel” of the Company.

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board is chaired by an executive and promoter director and the board is not at least one-half independent and Urvashi Sahai is a non-independent director nominee.
  • HSBC Mutual FundThe nominee is not considered independent and the overall board independence falls below our expectation.

  33 for2 against
• To approve payment of remuneration to Ms. Urvashi Sahai (DIN: 09521316), Whole-time Director, designated as “Executive Director and General Counsel” of the Company.

  35 for0 against
• To approve the appointment of M/s Chandrasekaran Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company.

  35 for0 against
• To approve resolution for contribution to Charitable and other Funds.

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Canara Robeco Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund, UTI Mutual FundThe rationale for the proposed contributions of up to Rs. 20.0 mn is unclear as the company continues to post losses. We believe that companies should make charitable contributions within the 5% limit prescribed under Section 181. Alternatively, the company should consider paying dividend after it starts generating profits and let its shareholders make charitable donations if they desire. We note that a similar resolution was presented at the 2022 AGM, where 52.7% of institutional investors voted against it. The board’s decision to proceed despite this level of dissent suggests a disregard for institutional investor sentiment.
  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance & Transparency Concern: Inadequate disclosure regarding the organization(s) to which the Company intends to donate. Charitable Contributions may not be financially prudent at present, given the consecutive losses incurred by the Company over the last few financial years.
  • Bajaj Finserv Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosure regarding the organization(s) to which the Company intends to donate. Charitable Contributions may not be financially prudent at present, given the consecutive losses incurred by the Company over the last few financial years. "The Company is seeking shareholders’ approval for making contributions to Charitable & other Funds in light of Section 135 & 181 of the Companies Act, 2013. The proposed amount for the cause is ₹ 2 crores p.a., in one of more tranches, for a period of 3 Financial Years (FY 2025-26 up to FY 2027-28). Pursuant to the provisions of section 181 of the Act, the Board of Directors (""Board"") may contribute to bona fide charitable and other funds, in any financial year, up to 5% of its average net profits for the three immediately preceding financial years. Contribution to such funds in any financial year can exceed 5% of the average net profits for the three immediately preceding financial years, with prior approval of the Members of the Company in general meeting. The Company may contribute, from time to time, to bona fide charitable, social, benevolent and other funds, body, university, institute, society, trust, not-for-profit entities, NGOs including Paytm Foundation for carrying out one or more of the Corporate Social Responsibility activities listed in Schedule VII of the Act or any other charitable activities, as the Board may deem fit. In view of the above and the fact that the Company does not have profits, it is proposed to obtain approval of the Members of the Company to contribute towards aforesaid purposes, for an aggregate amount of ₹ 2 Crores (Rupees Two Crores only) per annum, in one of more tranches, for a period of three (3) respective financial years (“FY”) i.e. for FY 2025-26, FY 2026-27 and FY 2027-28. The Board of Directors recommends the Ordinary Resolution set out at item no. 7 of the Notice for approval by the Members. While the amount proposed for the contribution is not significant, however, it might not be prudent considering the Company’s existing financial position, where it is yet to make profits for years. Further, the Company has not adequately disclosed the details w.r.t. the proposed contribution(s). The Company has stated “…NGOs including PayTm Foundation…”, which signifies that there may be more NGOs, Trusts, Universities, etc. under its ambit. The Company should determine the institutions through which it intends to undertake the charitable activities and obtain a specific approval instead with details regarding the course of activities along-with the institutions identified to undertake the same. In light of the above transparency and governance concerns, we are voting against the resolution."
  • Canara Robeco Mutual FundThe rationale for the proposed contributions of up to Rs. 20.0 mn is unclear as the company continues to post losses. In addition, Key management personnel namely Madhur Deora and Urvashi Sahai are the trustees of the Paytm Trust which we view to be inappropriate.
  • Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosure regarding the organization(s) to which the Company intends to donate. Charitable Contributions may not be financially prudent at present, given the consecutive losses incurred by the Company over the last few financial years.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given the lack of further information on the proposed donation.
  • HDFC Mutual FundThe rationale for the proposed contributions is unclear as the company continues to post losses. We believe that companies should make charitable contributions within the 5% limit prescribed under Section 181. We do not support the resolution.
  • HSBC Mutual FundThere is insufficient disclosure of relevant information.
  • Invesco Mutual FundThe rationale for the proposed contributions of up to Rs. 20.0 mn is unclear as the company continues to post losses. We believe that companies should make charitable contributions within the 5% limit prescribed under Section 181. Alternatively, the company should consider paying dividend after it starts generating profits and let its shareholders make charitable donations if they desire. We note that a similar resolution was presented at the 2022 AGM, where 52.7% of institutional investors voted against it. The board’s decision to proceed despite this level of dissent suggests a disregard for institutional investor sentiment. We do not support the resolution.

  14 for21 against

Mutual fund votes, meeting of 16 Apr 2025, 26 fund houses

• To approve the appointment of Mr. Bimal Julka (DIN: 03172733) as a Non-Executive Independent Director of the Company

  26 for0 against
• To approve payment of remuneration to Mr. Bimal Julka (DIN: 03172733) Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Invesco Mutual Fund, Navi Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Navi Mutual Fund, UTI Mutual FundThe proposed remuneration to Bimal Julka as Independent Director has been capped at Rs. 4.8 mn per annum. Additionally, he will also be entitled to sitting fees of Rs. 0.1 mn for attending each board / committee meeting. The proposed cap of Rs. 4.8 mn is high, compared to the median commission of Rs. 5.1 mn paid to Independent Directors of the Nifty 50 companies. The Reserve Bank of India has capped the remuneration to Non-Executive Directors of banks at Rs. 3.0 mn per annum. Given the nature of Paytm’s business, we believe that remuneration to Independent Directors should be capped at Rs. 3.0 mn per annum per director, till the company achieves profitability. Therefore, we do not support the resolution.
  • Invesco Mutual FundThe proposed remuneration to Bimal Julka as Independent Director has been capped at Rs. 4.8 mn per annum. Additionally, he will also be entitled to sitting fees of Rs. 0.1 mn for attending each board / committee meeting. The proposed cap of Rs. 4.8 mn is high, compared to the median commission of Rs. 5.1 mn paid to Independent Directors of the Nifty 50 companies. The Reserve Bank of India has capped the remuneration to Non-Executive Directors of banks at Rs. 3.0 mn per annum. Given the nature of Paytm’s business, we believe that remuneration to Independent Directors should be capped at Rs. 3.0 mn per annum per director, till the company achieves profitability. Therefore, we do not support the resolution

  21 for5 against
• To approve amendment(s) in One 97 Employees Stock Option Scheme 2019

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Navi Mutual Fund, SBI Mutual FundUnder the scheme, the exercise price will be decided by the Nomination and Remuneration Committee (NRC). The proposed amendments allow the NRC to decide the vesting period of options which will be between one year and five years. Further, the vesting of stock options will also be determined by the performance rating of the employees. In certain cases, the vesting may be linked to the achievement of specific milestones and in such cases, the options will vest as per terms defined during grant linked to such milestones. Where the vesting is linked to achievement of milestones, we expect the company to disclose the specific company-level performance parameters along with the targets, and an indicative range of weightages for each of the parameters. In case the company chooses not to disclose these targets, we expect the company to clearly articulate its intention to disclose each company-level performance parameter and target in the subsequent annual reports. Given the lack of disclosures, we do not support the resolution.
  • Angel One Mutual FundNon-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price does not satisfy to be a specific disclosure of exercise price or pricing formula. Governance Concern: Significant benefit arising to a single employee; No cap on a maximum number of options that can be granted per employee.
  • Bajaj Finserv Mutual Fund"The Company is seeking shareholders' approval for amendments to the One 97 Employees Stock Option Scheme 2019 (ESOS 2019). The proposed modification to the vesting period of the ESOP Scheme has been adequately justified by the Company, linking it to the performance criteria of the employees. Therefore, no concerns have been raised in this regard. However, the explanatory statement mentions, ""the exercise price for Options will be decided by the NRC. However, in any case, the exercise price shall not go below the face value of equity shares of the Company."" Here, the NRC has been given the discretion to determine the exercise price. As per SEBI SBEB Regulations, the Company is free to determine the price of the options to be granted under the Scheme. However, the price/pricing formula so determined should be disclosed in the explanatory statement. The purpose behind SEBI mandating the said disclosure is for the shareholders to have an estimate of the potential price. Leaving the determination up to NRC discretion defeats the purpose behind SEBI mandating the said disclosure. Regarding the maximum number of options that may be issued per employee, the Company has stated that ""no Employee shall be granted, in any one year of the Company, options to purchase more than or equal to 1% of the outstanding issued share capital."" However, the Company has also mentioned that the said cap may be increased by taking separate approval from shareholders. 1% of issued share capital at present results in a total of approximately 63,73,826 shares. Considering the current market price of ₹762.80 (as of 19th March 2025) and an Exercise Price of ₹1.00 per share being the face value, the maximum economic benefit to an individual employee may lead up to approximately ₹486 Crores, which is quite significant considering the size of the Company. Furthermore, the Company should ideally place a cap on the total number of options that can be granted per employee during a year. This is a good practice, as it allows for a fair distribution of options. It keeps a check so that the Company does not favor certain employees and grant them a significant number of options. While we understand that the Company may not have intentions to grant such a significant number of options to a single employee, the theoretical possibility of the same cannot be overlooked. Based on the above concerns, we are voting against the resolution."
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Zerodha Mutual FundNon-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Significant benefit arising to a single employee; No cap on a maximum number of options that can be granted per employee.
  • Baroda BNP Paribas Mutual FundNon-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Significant benefit arising to a single employee; No cap on a maximum number of options that can be granted per employee. In recent past, company has given ESOPs at Rs5-9 (per FY24 Annual report). This leads to significant dilution for existing shareholders.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The exact performance targets for vesting have not been disclosed, in absence of which it is difficult to ascertain if the performance targets will be sufficiently stretching.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS. We do not support the resolution.
  • ICICI Prudential Mutual FundThe ESOP Scheme of 2019 is being modified. Under the scheme, there is a lack of adequate disclosures on amendments proposed, hence,the AMC has voted against the resolution.
  • Invesco Mutual FundUnder the scheme, the exercise price will be decided by the Nomination and Remuneration Committee (NRC). The proposed amendments allow the NRC to decide the vesting period of options which will be between one year and five years. Further, the vesting of stock options will also be determined by the performance rating of the employees. In certain cases, the vesting may be linked to the achievement of specific milestones and in such cases, the options will vest as per terms defined during grant linked to such milestones. Where the vesting is linked to achievement of milestones, we expect the company to disclose the specific company-level performance parameters along with the targets, and an indicative range of weightages for each of the parameters. In case the company chooses not to disclose these targets, we expect the company to clearly articulate its intention to disclose each company-level performance parameter and target in the subsequent annual reports. Given the lack of disclosures, we do not support the resolution
  • Kotak Mahindra Mutual FundThe explanatory statement mentions, the exercise price for Options will be decided by the NRC. The NRC has been given the discretion to determine the exercise price. As per SEBI SBEB Regulations, the Company is free to determine the price of the options to be granted under the Scheme. However, the price/ pricing formula so determined should be disclosed in the explanatory statement. Leaving the determination up to NRC discretion, defeats the purpose behind SEBI mandating the said disclosure. Given that no clarification has been provided on the same , voting against.
  • Mirae Asset Mutual FundUnder the scheme, the vesting of stock options will be determined by the performance rating of the employees. In certain cases, the vesting may be linked to the achievement of specific milestones and in such cases, the options will vest as per terms defined during grant linked to such milestones. Where the vesting is linked to achievement of milestones, we expect the company to disclose the specific company-level performance parameters along with the targets, and an indicative range of weightages for each of the parameters. Given the lack of disclosures, we do not support the resolution.
  • Nippon India Mutual FundNon-compliance and Inadequate disclosure
  • UTI Mutual FundUnder the scheme, the exercise price will be decided by the Nomination and Remuneration Committee (NRC). The proposed amendments allow the NRC to decide the vesting period of options which will be between one year and five years. Further, the vesting of stock options will also be determined by the performance rating of the employees. In certain cases, the vesting may be linked to the achievement of specific milestones and in such cases, the options will vest as per terms defined during grant linked to such milestones. Where the vesting is linked to achievement of milestones, we expect the company to disclose the specific company-level performance parameters along with the targets, and an indicative range of weightages for each of the parameters. Given the lack of disclosures, we do not support the resolution.

  6 for20 against

Mutual fund votes, meeting of 11 Oct 2024, 1 fund house

• To approve payment of remuneration to Mr. Ashit Ranjit Lilani (DIN: 00766821), Non-Executive Independent Director of the Company

  1 for0 against
• To approve payment of remuneration to Mr. Gopalasamudram Srinivasaraghavan Sundararajan (DIN: 00361030) Non-Executive Independent Director of the Company

  1 for0 against
• To approve payment of remuneration to Mr. Neeraj Arora, (DIN: 07221836) Non-Executive Independent Director of the Company

  1 for0 against
• To approve payment of remuneration to Mr. Rajeev Krishnamuralilal Agarwal, (DIN: 07984221) Non-Executive Independent Director of the Company

  1 for0 against
• To approve payment of remuneration to Mrs. Pallavi Shardul Shroff (DIN: 00013580), Non-Executive Independent Director of the Company

  1 for0 against
• To approve the appointment of Mr. Rajeev Krishnamuralilal Agarwal (DIN: 07984221) as a Non-Executive Independent Director of the Company

  1 for0 against
• To approve the framework for payment of remuneration to Non-Executive Independent Directors of the Company

  1 for0 against
• To re-appoint Mr. Ravi Chandra Adusumalli (DIN: 00253613), as Director liable to retire by rotation, being eligible offers himself for re-appointment

  1 for0 against
• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of the Board of Directors and Auditors thereonMoreLess

  1 for0 against

Mutual fund votes, meeting of 12 Sep 2024, 16 fund houses

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

• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of the Board of Directors and Auditors thereonMoreLess

  16 for0 against
• To appoint Mr. Ravi Chandra Adusumalli (DIN: 00253613), as Director laible to retire by rotation, being eligible offers himself for re-appointment

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

  • Aditya Birla Sun Life Mutual FundRavi Chandra Adusumalli, 48, is the founder and Co-Managing Partner of Elevation Capital (formerly SAIF Partners). He is a nominee of SAIF and Elevation Capital on the board of One 97 Communications Limited (Paytm). SAIF, through its affiliates, held 15.4% equity stake in Paytm as on 30 June 2024. He has attended all nine board meetings held in FY24 and 69% of board meetings over the past three years (not including those attended by an alternate director). He was a member of the Nomination and Remuneration Committee (NRC) from 27 April 2012 to 27 November 2021. We raise concerns over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. We raise concern over Vijay Shekhar Sharma’s stock option grants, including his eligibility to receive stock options, the absolute quantum of stock options, and disclosures relating to the vesting criteria of the stock options that were disclosed in parts through separate disclosures and do not align with investor interest. The company’s pre-IPO ESOP 2019 scheme also received significant institutional investor push-back at the February 2022 Postal Ballot.
  • Axis Mutual FundRavi Chandra Adusumalli, 48, is the founder and Co-Managing Partner of Elevation Capital (formerly SAIF Partners). He is a nominee of SAIF and Elevation Capital on the board of One 97 Communications Limited (Paytm). SAIF, through its affiliates, held 15.4% equity stake in Paytm as on 30 June 2024. He has attended all nine board meetings held in FY24 and 69% of board meetings over the past three years (not including those attended by an alternate director). He was a member of the Nomination and Remuneration Committee (NRC) from 27 April 2012 to 27 November 2021. We raise concerns over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. We raise concern over Vijay Shekhar Sharma’s stock option grants, including his eligibility to receive stock options, the absolute quantum of stock options, and disclosures relating to the vesting criteria of the stock options that were disclosed in parts through separate disclosures and do not align with investor interest. The company’s pre-IPO ESOP 2019 scheme also received significant institutional push-back at the February 2019 Postal Ballot.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Director has failed in his fiduciary duty towards minority shareholders in safeguarding their interest in matter pertaining to regulatory actions against PPBL.
  • ICICI Prudential Mutual FundThe Board has failed in protecting the interest of stakeholders which has resulted in loss of significant value to shareholders of Paytm Payments Bank Limited. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundRavi Chandra Adusumalli, 48, is the founder and Co-Managing Partner of Elevation Capital (formerly SAIF Partners). He is a nominee of SAIF and Elevation Capital on the board of One 97 Communications Limited (Paytm). SAIF, through its affiliates, held 15.4% equity stake in Paytm as on 30 June 2024. He was a member of the Nomination and Remuneration Committee (NRC) from 27 April 2012 to 27 November 2021. We raise concerns over the manner in which remuneration has been handled by the NRC more specifically the use of stock option grants. We raise concern over Vijay Shekhar Sharma s stock option grants, including his eligibility to receive stock options, the absolute quantum of stock options, and disclosures relating to the vesting criteria of the stock options that were disclosed in parts through separate disclosures and do not align with investor interest. The company s pre-IPO ESOP 2019 scheme also received significant institutional push-back at the February 2019 Postal Ballot. Hence voting against.
  • Mirae Asset Mutual FundThe Board of the Company has collectively failed in protecting the interest of all the stakeholders of the Company and Paytm Payments Bank Limited (PPBL), which has resulted in loss of significant value of shareholders of the Company

  4 for12 against
• To approve the appointment of Mr. Rajeev Krishnamuralilal Agarwal (DIN: 07984221) as a Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundRajeev Krishnamuralilal Agarwal, 65, has nearly three decades of experience in the Indian financial services sector and has worked with the Securities and Exchange Board of India, Forward Markets Commission, and Indian Revenue Service. He is running an advisory in capital market advising Indian corporates / start-ups on regulatory issues and corporate governance. He is also on the panel of experts of few global consultancies. He serves as an Independent Director on the board of five listed companies (including One 97 Communications Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that running an advisory in capital markets, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation.

  14 for2 against
• To approve the framework for payment of remuneration to Non-Executive Independent Directors of the Company

  ›Against Axis Mutual Fund, Kotak Mahindra Mutual Fund

  • Axis Mutual FundThe proposed remuneration to Independent Directors has been capped at Rs. 4.8 mn per annum. Additionally, the Independent Directors will also be entitled to sitting fees of Rs. 0.1 mn for attending each board / committee meeting. The proposed cap of Rs. 4.8 mn is high, compared to the median commission of Rs. 5.1 mn paid to non-executive directors of the Nifty 50 companies. The Reserve Bank of India has capped the remuneration to Non-Executive Directors of banks at Rs. 3.0 mn per annum. Given the nature of Paytm’s business, we believe that remuneration to Independent Directors should be capped at Rs. 3.0 mn per annum per director, till the company achieves profitability. Therefore, we do not support the resolution.
  • Kotak Mahindra Mutual FundThe proposed remuneration to Independent Directors has been capped at Rs. 4.8 mn per annum. Additionally, the Independent Directors will also be entitled to sitting fees of Rs. 0.1 mn for attending each board / committee meeting. The proposed cap of Rs. 4.8 mn is high, compared to the median commission of Rs. 5.1 mn paid to non-executive directors of the Nifty 50 companies. The Reserve Bank of India has capped the remuneration to Non-Executive Directors of banks at Rs. 3.0 mn per annum. Given the nature of Paytm s business, we believe that remuneration to Independent Directors should be capped at Rs. 3.0 mn per annum per director, till the company achieves profitability. Therefore, we do not support the resolution.

  13 for2 against
• To approve payment of remuneration to Mrs. Pallavi Shardul Shroff (DIN: 00013580), Non-Executive Independent Director of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Kotak Mahindra Mutual FundPallavi Shroff, 56, is the Managing Partner at Shardul Amarchand Mangaldas & Co. The company proposes to pay her remuneration as per the remuneration framework from 1 April 2024 till the completion of her tenure on 8 February 2026. She has been a director on the board since 9 February 2018. She attended 56% (5 out of 9) board meetings held in FY24 and 66% (23 of 35) board meeting over the past three years. Given that her board meeting attendance levels are below our thresholds, we do not support her continuation as an independent director. Further, we do not support the framework for payment of remuneration to Independent Directors (resolution #4). Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Non-material pecuniary relationship with the Company; Director has failed in her fiduciary duty in matter pertaining to regulatory actions against PPBL.
  • Mirae Asset Mutual FundThe Board of the Company has collectively failed in protecting the interest of all the stakeholders of the Company and Paytm Payments Bank Limited (PPBL), which has resulted in loss of significant value of shareholders of the Company

  4 for10 against
• To approve payment of remuneration to Mr. Ashit Ranjit Lilani (DIN: 00766821), Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundAshit Ranjit Lilani, 58, is the Managing Partner of Saama Capital. The company proposes to pay him remuneration as per the remuneration framework from 1 April 2024 till the completion of his tenure on 4 July 2026. He has been a director on the board since 9 February 2018. We do not support the framework for payment of remuneration to Independent Directors (resolution #4). Further, Ashit Ranjit Lilani has been the Chairperson of the NRC since July 2021. We raise concerns over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Further, he was a director on the Board of Paytm Payments Bank Limited (PPBL), an associate company, from June 2016 to May 2021. We raise concern over the quality of oversight provided by Ashit Ranjit Lilani at PPBL, given that the Reserve bank of India subsequently directed PPBL to stop onboarding new customers from 11 March 2022 onwards. Eventually, on 31 January 2024, the RBI imposed restrictions on PPBL and barred it from offering incremental banking services effective March 2024, due to concerns regarding breach of and compliance with regulatory norms. Paytm estimated the RBI actions to have an impact of Rs. 3.0 to Rs. 5.0 bn on its annua EBITDA going forward. Thus, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Proposed appointee is the NRC chairperson and excessive ESOP benefit passed to single Director; Director has failed in his fiduciary duty in matter pertaining to regulatory actions against PPBL.
  • HDFC Mutual FundGiven the past history of failure to perform his duties on the board of companies where there has been corporate governance lapses, we do not support his remuneration
  • Kotak Mahindra Mutual FundAshit Ranjit Lilani, 58, is the Managing Partner of Saama Capital. The company proposes to pay him remuneration as per the remuneration framework from 1 April 2024 till the completion of his tenure on 4 July 2026. He has been a director on the board since 9 February 2018. We do not support the framework for payment of remuneration to Independent Directors (resolution #4). Further, Ashit Ranjit Lilani has been the Chairperson of the NRC since July 2021. We raise concerns over the manner in which remuneration has been handled by the NRC more specifically the use of stock option grants. Further, he was a director on the Board of Paytm Payments Bank Limited (PPBL), an associate company, from June 2016 to May 2021. We raise concern over the quality of oversight provided by Ashit Ranjit Lilani at PPBL, given that the Reserve bank of India subsequently directed PPBL to stop onboarding new customers from 11 March 2022 onwards. Eventually, on 31 January 2024, the RBI imposed restrictions on PPBL and barred it from offering incremental banking services effective March 2024, due to concerns regarding breach of and compliance with regulatory norms. Paytm estimated the RBI actions to have an impact of Rs. 3.0 to Rs. 5.0 bn on its annua EBITDA going forward. Thus, we do not support the resolution.
  • Mirae Asset Mutual FundThe Board of the Company has collectively failed in protecting the interest of all the stakeholders of the Company and Paytm Payments Bank Limited (PPBL), which has resulted in loss of significant value of shareholders of the Company
  • Tata Mutual FundCompliant with law. Governance Concern: He was director on the Board of Paytm Payments Bank Limited (PPBL), an associate company, from June 2016 to May 2021. Considering he failed in his fiduciary duty in matter pertaining to regulatory actions against PPBL. We vote against the resolution.

  3 for13 against
• To approve payment of remuneration to Mr. Neeraj Arora, (DIN: 07221836) Non-Executive Independent Director of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundNeeraj Arora, 46, is the Managing Director of General Catalyst. The resolution proposes to pay him remuneration from 1 April 2024 till the date of his resignation on 17 June 2024 – a two and half month tenure. We do not support the framework for payment of remuneration to Independent Directors (resolution #4). Further, Neeraj Arora has been the Chairperson of the NRC from July 2021 to June 2024. We raise concerns over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Thus, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Directors have failed in their fiduciary duty in matter pertaining to regulatory actions against PPBL.
  • Kotak Mahindra Mutual FundNeeraj Arora, 46, is the Managing Director of General Catalyst. The resolution proposes to pay him remuneration from 1 April 2024 till the date of his resignation on 17 June 2024 a two and half month tenure. We do not support the framework for payment of remuneration to Independent Directors (resolution #4). Further, Neeraj Arora has been the Chairperson of the NRC from July 2021 to June 2024. We raise concerns over the manner in which remuneration has been handled by the NRC more specifically the use of stock option grants. Thus, we do not support the resolution.
  • Mirae Asset Mutual FundThe Board of the Company has collectively failed in protecting the interest of all the stakeholders of the Company and Paytm Payments Bank Limited (PPBL), which has resulted in loss of significant value of shareholders of the Company

  5 for10 against
• To approve payment of remuneration to Mr. Gopalasamudram Srinivasaraghavan Sundararajan (DIN: 00361030) Non-Executive Independent Director of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Kotak Mahindra Mutual FundG.S. Sundararajan, 64, is former Group Director, Shriram Capital. The resolution proposes to pay him remuneration for three years from 1 April 2024 till the date of his resignation on 17 June 2024. We do not support the framework for payment of remuneration to Independent Directors (resolution #4). Further, G.S. Sundararajan was an Independent Director of Paytm Payments Bank Limited from 23 May 2017 to 9 May 2021. We raise concern over the quality of oversight provided by G S Sundararajan at PPBL, given that the Reserve bank of India subsequently directed PPBL to stop onboarding new customers from 11 March 2022 onwards. Eventually, on 31 January 2024, the RBI imposed restrictions on PPBL and barred it from offering incremental banking services effective March 2024, due to concerns regarding breach of and compliance with regulatory norms. Paytm estimated the RBI actions to have an impact of Rs. 3.0 to Rs. 5.0 bn on its annua EBITDA going forward. Thus, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Directors have failed in their fiduciary duty in matter pertaining to regulatory actions against PPBL.
  • HDFC Mutual FundGiven the past history of failure to perform his duties on the board of companies where there has been corporate governance lapses, we do not support his remuneration
  • Mirae Asset Mutual FundThe Board of the Company has collectively failed in protecting the interest of all the stakeholders of the Company and Paytm Payments Bank Limited (PPBL), which has resulted in loss of significant value of shareholders of the Company
  • Tata Mutual FundCompliant with law. Governance Concern: He was independent director on the Board of Paytm Payments Bank Limited (PPBL), an associate company, from 23 May 2017 to 9 May 2021. Considering he failed in his fiduciary duty in matter pertaining to regulatory actions against PPBL. We vote against the resolution.

  2 for12 against
• To approve payment of remuneration to Mr. Rajeev Krishnamuralilal Agarwal, (DIN: 07984221) Non-Executive Independent Director of the Company

  ›Against Axis Mutual Fund

  • Axis Mutual FundRajeev Krishnamuralilal Agarwal, 65, is running an advisory in capital market advising Indian corporates / start-ups on regulatory issues and corporate governance. The resolution proposes to pay him remuneration for three years from 17 June 2024. We do not support this appointment to the board as Independent Director (resolution #3). Further, we do not support the framework for payment of remuneration to Independent Directors (resolution #4).

  14 for1 against

Mutual fund votes, meeting of 12 Sep 2023, 16 fund houses

• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the reports of the Board of Directors and Auditors thereonMoreLess

  15 for0 against

  1 abstained

• To appoint a director in place of Mr. Madhur Deora (DIN: 07720350), who retires by rotation and being eligible offers himself for re-appointment

  15 for0 against

  1 abstained

• To approve the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company

  15 for0 against

  1 abstained

• To approve the remuneration of Mr. Madhur Deora (DIN: 07720350), Whole-time Director designated as “Executive Director, President and Group Chief Financial Officer” of the Company

  15 for0 against

  1 abstained