Ramkrishna Forgings MD, chairman, board of directors and AGM
NSE: RKFORGEBSE: 532527Auto ComponentsSmall Cap
Share price at the NSE close on 23 Oct 2026. Previous close ₹614.50.
- Market capMarket capitalisation. Share price times the number of shares: what the whole company is worth at the day's price. The rank is by average market value over the six months to Jun 2026, among listed companies.
- ₹10,969 Cr564th largest listed
- P/EPrice to earnings, trailing. Market cap divided by the profit of the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, after the share of the other owners of its subsidiaries: what investors pay for each rupee of a year's profit. The filing of 24 Jul 2026
- 102.6
- P/E without one-offsPrice to earnings without one-off items. Market cap divided by core profit: the profit of the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, less one-off items (exceptional items and the result of businesses sold or closed). Shown where the one-off items move that profit by more than a tenth. The last twelve months' profit includes −₹16 crore of one-off items, the largest of them in the quarter to Dec 2025.
- 89.6
- P/BPrice to book. Market cap divided by the net worth that belongs to the company's own shareholders, its assets less everything it owes and less the other owners' share of its subsidiaries, on its latest balance sheet. The filing of 1 May 2026
- 3.3
- Dividend yieldDividend yield. Dividends paid per share in the twelve months to the day, as a percentage of the day's share price.
- 0.17%
- ROEReturn on equity. Profit over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, as a percentage of their net worth, the money they have in the business. Net worth is the average of the latest balance sheet and the one a year before it. The filing of 24 Jul 2026
- 3.4%
- ROE without one-offsReturn on equity without one-off items. Core profit, the profit of the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders less one-off items (exceptional items and the result of businesses sold or closed), as a percentage of the same net worth as the return on equity. Shown where the one-off items move that profit by more than a tenth. The last twelve months' profit includes −₹16 crore of one-off items, the largest of them in the quarter to Dec 2025.
- 3.9%
- ROCEReturn on capital employed. Operating profit after depreciation (revenue less operating expenses and depreciation, without other income and one-off items) as a percentage of all the money the business runs on: the whole group's net worth, the other owners of its subsidiaries included, plus borrowings. Lease liabilities are not counted: the results filings do not state them. The profit is over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly); net worth and borrowings are on the latest balance sheet. The filing of 24 Jul 2026
- 6.4%
- Debt to equityDebt to equity. Borrowings divided by the whole group's net worth, the other owners of its subsidiaries included: rupees borrowed for each rupee of equity in the business. Lease liabilities are not counted: the results filings do not state them. From the balance sheet at the end of Mar 2026. The filing of 1 May 2026
- 0.71
- Volume, NSEVolume. Shares traded on the last trading day; delivery is the part buyers kept rather than sold again the same day.
- 5,90,94848.6% delivered
Ramkrishna Forgings board of directors
At the end of the quarter to Jun 2026, as the company filed it; changes since are in its announcements.Their trades in its shares
- Chairperson and managing directorNARESH JALANRelated to the promoter
- Company Secretary and Compliance OfficerRajesh Mundra
10 directors5 independent4 executive1 non-executive
- MAHABIR PRASAD JALANNon-executive · joined Nov 1981 · reappointed Nov 2021 · 1 listed board
- NARESH JALAN · Chairperson and managing directorExecutive · joined Jan 1995 · reappointed Nov 2021 · 1 listed board
- CHAITANYA JALANExecutive · joined Nov 2019 · reappointed Nov 2024 · 1 listed board · 2 committee seats
- LALIT KUMAR KHETANExecutive · joined Oct 2020 · reappointed Oct 2025 · 1 listed board · 1 committee seat
- MILESH GANDHIExecutive · joined Jun 2024 · 1 listed board
- SANJAY KOTHARIIndependent · joined May 2022 · 50 months as independent · 2 listed boards · 1 as independent · 3 committee seats
- RANAVEER SINHAIndependent · joined Feb 2019 · reappointed Feb 2024 · 89 months as independent · 1 listed board · 1 as independent · 1 committee seat, 1 as chair
- CHETAN RAMESHCHANDRA DESAIIndependent · joined Apr 2026 · 2 months as independent · 4 listed boards · 4 as independent · 7 committee seats, 5 as chair
- REKHA BAGRYIndependent · joined May 2022 · 50 months as independent · 3 listed boards · 3 as independent · 8 committee seats, 4 as chair
- SUCHARITA BASU DEIndependent · joined Jan 2025 · 17 months as independent · 2 listed boards · 2 as independent · 3 committee seats
An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.
2 directors who left
- SANDIPAN CHAKRAVORTTY, left 20 May 2026: Tenure Completion
- PARTHA SARATHI BHATTACHARYYA, left 20 May 2026: Tenure Completion
Committees and meetings
Who sits on each, and how often they met.Board meeting notices and outcomes
Board
- 1 May 202611 of 12 present7 independent · 34 days in between
- 27 Mar 20269 of 11 present5 independent · 58 days in between
- 27 Jan 20269 of 11 present5 independent
Audit Committee
Chair CHETAN RAMESHCHANDRA DESAI
REKHA BAGRY, SANJAY KOTHARI, CHAITANYA JALAN
- 30 Apr 20265 of 5 present4 independent · 33 days in between
- 27 Mar 20265 of 5 present4 independent · 58 days in between
- 27 Jan 20264 of 5 present4 independent
Nomination and remuneration committee
Chair SANJAY KOTHARI
REKHA BAGRY, SUCHARITA BASU DE
- 30 Apr 20263 of 3 present3 independent · 34 days in between
- 26 Mar 20263 of 3 present3 independent
Stakeholders Relationship Committee
Chair RANAVEER SINHA
CHAITANYA JALAN, LALIT KUMAR KHETAN
- 30 Apr 20263 of 3 present1 independent · 92 days in between
- 27 Jan 20263 of 3 present1 independent
Risk Management Committee
Chair RANAVEER SINHA
REKHA BAGRY, SANJAY KOTHARI, CHAITANYA JALAN, LALIT KUMAR KHETAN
No meeting listed in the filing.
Corporate Social Responsibility Committee
Chair RANAVEER SINHA
NARESH JALAN, CHAITANYA JALAN, LALIT KUMAR KHETAN
- 30 Apr 20264 of 4 present1 independent · 34 days in between
- 26 Mar 20264 of 4 present1 independent · 57 days in between
- 27 Jan 20264 of 4 present1 independent
Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.
Statutory auditors
Named in the results for the quarter to Mar 2026.
- S R BATLIBOI & CO. LLPPeer-review certificate valid to Jul 2027
- S K NAREDI & CO. LLPPeer-review certificate valid to May 2028
1 earlier auditor
- S K NAREDI & CO.Named in the filing for the quarter to Mar 2025
A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.
Ramkrishna Forgings AGM and shareholder votes
Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.Ramkrishna Forgings dividend history
Postal ballot, 19 Sep 2026
1,10,070 shareholders on the register on 14 Aug 2026; votes counted by Mr. Raj Kumar Banthia / MKB & Associates.The company's voting result (opens in a new tab)
RECLASSIFICATION OF MAA CHANDI FINANCIAL ADVISORY SERVICES PRIVATE LIMITED (FORMERLY RAMKRISHNA RAIL AND INFRASTRUCTURE PRIVATE LIMITED), A MEMBER OF PROMOTER GROUP, FROM ‘PROMOTER AND PROMOTER GROUP’ CATEGORY TO ‘PUBLIC’ CATEGORY.MoreLess
OrdinaryPromoters have an interest in it93.81% for6.19% againstAgainst: promoters 0.00% · institutions 30.07% · other public 0.04%
Turnout: all 63.13% · promoters 91.76% · institutions 56.24% · other public 30.81%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 29 Aug 2026, 7 resolutions
1,10,913 shareholders on the register on 22 Aug 2026; present: 10 promoters and 70 others; votes counted by RAJ KUMAR BANTHIA / MKB & ASSOCIATES.The company's voting result (opens in a new tab)
- Adoption of Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2026.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 68.97% · promoters 99.99% · institutions 60.69% · other public 34.57%
- Approval for Re-appointment of Mr. Chaitanya Jalan (DIN: 07540301), Director liable to retire by rotationOrdinary93.06% for6.94% against
Against: promoters 0.00% · institutions 34.21% · other public 0.01%
Turnout: all 68.98% · promoters 99.99% · institutions 60.74% · other public 34.57%
- Approval for Re-appointment of Mr. Milesh Gandhi (DIN: 07436442), Director liable to retire by rotationOrdinary99.91% for0.09% against
Against: promoters 0.00% · institutions 0.42% · other public 0.01%
Turnout: all 68.98% · promoters 99.99% · institutions 60.74% · other public 34.57%
- Approval for Ratification of Remuneration of Cost Auditors for the Financial Year ending 31 March, 2027Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 68.98% · promoters 99.99% · institutions 60.74% · other public 34.57%
- Approval for Re-appointment of Mr. Naresh Jalan (DIN: 00375462) as the Managing Director of the Company for a period of 3 years w.e.f 5th November, 2026SpecialPromoters have an interest in it94.67% for5.33% against
Against: promoters 0.00% · institutions 26.29% · other public 0.01%
Turnout: all 68.98% · promoters 99.99% · institutions 60.74% · other public 34.57%
- Approval for payment of excess remuneration to the Directors of the Company for the financial year 2025-26SpecialPromoters have an interest in it87.58% for12.42% against
Against: promoters 0.00% · institutions 61.24% · other public 0.03%
Turnout: all 68.98% · promoters 99.99% · institutions 60.74% · other public 34.57%
- Approval for change in designation of Mr. Chaitanya Jalan (DIN: 07540301) from Whole-time Director to Joint Managing Director of the Company for his remaining tenure upto 8 November, 2029SpecialPromoters have an interest in it92.18% for7.82% against
Against: promoters 0.00% · institutions 38.55% · other public 0.03%
Turnout: all 68.98% · promoters 99.99% · institutions 60.74% · other public 34.57%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 27 Apr 2026, 1 resolution
1,11,943 shareholders on the register on 20 Mar 2026; votes counted by Raj Kumar Banthia / MKB & Associates.The company's voting result (opens in a new tab)
Appointment of Mr. Chetan Rameshchandra Desai (DIN 03595319) as Non-Executive, Independent Director of the Company for a term of 5 (Five) consecutive years with effect from 29 April, 2026 till 28 April, 2031MoreLess
Special98.03% for1.97% againstAgainst: promoters 0.00% · institutions 7.18% · other public 0.19%
Turnout: all 61.41% · promoters 98.26% · institutions 63.83% · other public 7.43%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Extraordinary general meeting, 12 Dec 2025, 1 resolution
1,23,112 shareholders on the register on 14 Nov 2025; present: 10 promoters and 45 others; votes counted by Raj Kumar Banthia / MKB & Associates.The company's voting result (opens in a new tab)
- Issuance of upto 34,00,000 Warrants each convertible into or exchangeable for one Equity Share of Face Value of Rs. 2 each of the Company to Promoter of the CompanySpecialPromoters have an interest in it99.91% for0.09% against
Against: promoters 0.00% · institutions 0.33% · other public 0.20%
Turnout: all 61.13% · promoters 100.00% · institutions 64.62% · other public 5.44%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 20 Sep 2025, 7 resolutions
1,20,023 shareholders on the register on 22 Aug 2025; present: 6 promoters and 64 others; votes counted by Raj Kumar Banthia / MKB & Associates.The company's voting result (opens in a new tab)
To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2025 together with the Directors Report and the Auditors Report thereonMoreLess
Ordinary90.17% for9.83% againstAgainst: promoters 0.00% · institutions 34.58% · other public 0.08%
Turnout: all 64.06% · promoters 100.00% · institutions 68.27% · other public 9.02%
- To appoint a Director in place of Mr. Naresh Jalan (DIN: 00375462) who retires by rotation and being eligible, offers himself for re-appointmentOrdinaryPromoters have an interest in it99.65% for0.35% against
Against: promoters 0.00% · institutions 1.21% · other public 0.08%
Turnout: all 64.07% · promoters 100.00% · institutions 68.30% · other public 9.01%
- To appoint a Director in place of Mr. Lalit Kumar Khetan (DIN: 00533671), who retires by rotation and being eligible, offers himself for re-appointmentOrdinary99.39% for0.61% against
Against: promoters 0.00% · institutions 2.15% · other public 0.08%
Turnout: all 64.07% · promoters 100.00% · institutions 68.30% · other public 9.01%
- To ratify remuneration of Bijay Kumar & Co., Cost & Management Accountants, Cost Auditors of the Company for the Financial Year ending 31st March, 2026Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.08%
Turnout: all 64.07% · promoters 100.00% · institutions 68.30% · other public 9.01%
To approve the appointment of M/s. MKB & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for the period commencing from FY 2025-26 till FY 2029-30 and to fix their remunerationMoreLess
Ordinary99.76% for0.24% againstAgainst: promoters 0.00% · institutions 0.82% · other public 0.08%
Turnout: all 64.06% · promoters 100.00% · institutions 68.30% · other public 9.01%
- To re-appoint Mr. Lalit Kumar Khetan (DIN: 00533671) as a Whole Time Director of the Company for a period of 3 (three) years with effect from 20th October, 2025Special87.63% for12.37% against
Against: promoters 0.00% · institutions 43.50% · other public 0.08%
Turnout: all 64.07% · promoters 100.00% · institutions 68.30% · other public 9.01%
- To approve waiver of recovery of excess remuneration paid to Directors of the Company for the Financial Year 2024-25SpecialPromoters have an interest in it94.37% for5.63% against
Against: promoters 0.00% · institutions 19.76% · other public 0.18%
Turnout: all 64.06% · promoters 100.00% · institutions 68.30% · other public 9.01%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Extraordinary general meeting, 28 Jun 2025, 1 resolution
1,21,806 shareholders on the register on 30 May 2025; present: 9 promoters and 50 others; votes counted by Manoj Kumar Sharma / M.K. Sharma & Associates.The company's voting result (opens in a new tab)
- Issuance of upto 9,75,000 Warrants each convertible into or exchangeable for one Equity Share of Face Value of Rs. 2 each of the Company to Promoter of the CompanySpecial100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.58%
Turnout: all 62.61% · promoters 100.00% · institutions 67.68% · other public 1.54%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 28 Feb 2025, 1 resolution
98,938 shareholders on the register on 24 Jan 2025; votes counted by RAJ KUMAR BANTHIA / MKB & ASSOCIATES.The company's voting result (opens in a new tab)
- To approve appointment of Mrs. Sucharita Basu De (DIN: 06921540) as a Director in the capacity of Woman Independent Director of the Company for a period of 5 years w.e.f 17 January, 2025.Special99.83% for0.17% against
Against: promoters 0.00% · institutions 0.54% · other public 0.17%
Turnout: all 65.87% · promoters 99.99% · institutions 66.74% · other public 9.19%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 31 Aug 2024, 10 resolutions
Present: 6 promoters and 93 others.The company's voting result (opens in a new tab)
- Adoption of Audited Financial Statements (including the Consolidated Financial Statements) of the Company for the Financial Year ended 31 March, 2024.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.30%
Turnout: all 61.44% · promoters 100.00% · institutions 63.85% · other public 1.67%
- Re-appointment of Director, Mr. Mahabir Prasad Jalan (DIN: 00354690)OrdinaryPromoters have an interest in it90.27% for9.73% against
Against: promoters 0.00% · institutions 33.57% · other public 0.40%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Re-appointment of S. K. Naredi & Co., Chartered Accountants as Joint Statutory Auditors of the CompanyOrdinary99.90% for0.10% against
Against: promoters 0.00% · institutions 0.34% · other public 0.30%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Ratification of Remuneration of Cost Auditors for the Financial Year 2024-25Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.32%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Appointment of Mr. Milesh Gandhi (DIN: 07436442) as a Director of the CompanyOrdinary99.93% for0.07% against
Against: promoters 0.00% · institutions 0.23% · other public 0.30%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Appointment of Mr. Milesh Gandhi (DIN: 07436442) as a Whole-time Director of the CompanyOrdinary99.95% for0.05% against
Against: promoters 0.00% · institutions 0.18% · other public 0.30%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Re-appointment of Mr. Chaitanya Jalan (DIN: 07540301) as a Whole-time Director of the CompanySpecialPromoters have an interest in it87.76% for12.24% against
Against: promoters 0.00% · institutions 42.24% · other public 0.64%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Revision in remuneration of Mr. Naresh Jalan (DIN: 00375462), Managing Director of the CompanySpecialPromoters have an interest in it99.77% for0.23% against
Against: promoters 0.00% · institutions 0.79% · other public 0.19%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Revision in remuneration of Mr. Lalit Kumar Khetan (DIN: 00533671), Whole-time Director of the CompanySpecial99.97% for0.03% against
Against: promoters 0.00% · institutions 0.09% · other public 0.32%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
- Payment of Commission to Non-Executive Independent Directors of the CompanySpecial99.85% for0.15% against
Against: promoters 0.00% · institutions 0.52% · other public 0.31%
Turnout: all 61.46% · promoters 100.00% · institutions 63.90% · other public 1.67%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
How mutual funds voted
Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it
Mutual fund votes, meeting of 19 Sep 2026, 9 fund houses so far (houses' deadline to file 15 Oct 2026)
RECLASSIFICATION OF MAA CHANDI FINANCIAL ADVISORY SERVICES PRIVATE LIMITED (FORMERLY RAMKRISHNA RAIL AND INFRASTRUCTURE PRIVATE LIMITED), A MEMBER OF PROMOTER GROUP, FROM ‘PROMOTER AND PROMOTER GROUP’ CATEGORY TO ‘PUBLIC’ CATEGORY.MoreLess
Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, Old Bridge Mutual Fund, SBI Mutual Fund
- Angel One Mutual FundGovernance & Transparency Concern: certain members of the promoter group continue to hold substantial interests in the outgoing promoter entity; Inadequate Disclosures - No clarity on the rationale for reclassification and the continuing relationship/interests of the promoter group in the outgoing promoter entity.
- DSP Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundThe company has received a request from MAA Chandi Financial Advisory Services Private Limited (formerly Ramkrishna Rail and Infrastructure Private Limited), a member of the promoter group, seeking reclassification from the 'promoter and promoter group' category to the 'public' shareholder category. The outgoing promoter group member has confirmed compliance with the eligibility conditions prescribed under Regulation 31A of the SEBI Listing Regulations. The outgoing entity holds 3.57%, while the continuing promoter and promoter group will hold 39.82% of the company's equity share capital post-reclassification. However, we note that the company's promoter family and their holding vehicle, Riddhi Portfolio Private Limited, hold a significant proportion of MAA Chandi Financial Advisory Services Private Limited’s equity and preference capital. Given the interlinkage of MAA Chandi Financial Advisory Services Private Limited with the current promoters / promoter group, we do not support the resolution.
- Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: certain members of the promoter group continue to hold substantial interests in the outgoing promoter entity; Inadequate Disclosures - No clarity on the rationale for reclassification and the continuing relationship/interests of the promoter group in the outgoing promoter entity.
- ICICI Prudential Mutual FundThe AMC has voted against the resolution due to absence of rationale for reclassification and the continuing relationship/interests of the promoter group in the outgoing promoter entity. The company's promoter family and their holding vehicle, Riddhi Portfolio Private Limited, hold a significant proportion of MAA Chandi Financial Advisory Services Private Limited’s equity and preference capital ( holds 11.72% of its equity share capital and 78.41% of its preference share capital).
- Old Bridge Mutual FundThe company has received a request from MAA Chandi Financial Advisory Services Private Limited (formerly Ramkrishna Rail and Infrastructure Private Limited), a member of the promoter group, seeking reclassification from the 'promoter and promoter group' category to the 'public' shareholder category. The outgoing promoter group member has confirmed compliance with the eligibility conditions prescribed under Regulation 31A of the SEBI Listing Regulations. The outgoing entity holds 3.57%, while the continuing promoter and promoter group will hold 39.82% of the company's equity share capital post-reclassification. However, we note that the company's promoter family and their holding vehicle, Riddhi Portfolio Private Limited, hold a significant proportion of MAA Chandi Financial Advisory Services Private Limited’s equity and preference capital. Given the interlinkage of MAA Chandi Financial Advisory Services Private Limited with the current promoters / promoter group, we do not support the resolution
1 for8 against
Mutual fund votes, meeting of 29 Aug 2026, 9 fund houses so far (houses' deadline to file 15 Oct 2026)
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
- Adoption of Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2026.9 for0 against
- Approval for Re-appointment of Mr. Chaitanya Jalan (DIN: 07540301), Director liable to retire by rotation
Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund
- Angel One Mutual FundGovernance Concern: Low attendance at Audit committee Meeting in last 3 FYs and no justification for leave of absence.
- DSP Mutual Fund, Jio BlackRock Mutual FundChaitanya Jalan, 28, is part of the promoter family. He is Whole-time Director. He has been on the board since 9 November 2019 and has been associated with the company since 2016. He has attended six out of seven (86%) board meetings held during FY26. He retires by rotation. While his reappointment is in line with statutory requirements, we note that he has less than ten years of post-qualification work experience: this does not align with our voting guidelines. Therefore, we do not support his reappointment.
- Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. No issue identified on merit of appointee. Governance Concern: Low attendance at Audit committee Meeting in last 3 FYs and no justification for leave of absence
4 for5 against - Approval for Re-appointment of Mr. Milesh Gandhi (DIN: 07436442), Director liable to retire by rotation9 for0 against
- Approval for Ratification of Remuneration of Cost Auditors for the Financial Year ending 31 March, 20276 for0 against
- Approval for Re-appointment of Mr. Naresh Jalan (DIN: 00375462) as the Managing Director of the Company for a period of 3 years w.e.f 5th November, 2026
Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund
- Angel One Mutual FundGovernance Concern: Holding combined position of Chairman & Managing Director (‘CMD’); Excessive remuneration as compare to performance & Industry benchmark. further, no absolute cap on variable pay or total remuneration.
- DSP Mutual Fund, Jio BlackRock Mutual FundNaresh Jalan, 50, is Chairperson and Managing Director and part of the promoter group. He has been on the board since 25 January 1995. He has attended all seven (100%) board meetings held during FY26. He received a remuneration of Rs. 74.1 mn in FY26. Based on the proposed terms, we estimate his FY27 remuneration at Rs. 126.0 mn. His remuneration structure is open-ended: the commission component is uncapped and at the discretion of the NRC. The company should cap the commission payable in absolute amounts and disclose the performance metrics that will determine variable pay. The remuneration structure also allows for the company to bear hospitalization expenses incurred in India for self and family, without any cap. We believe these expenses are personal in nature and should be borne by the directors themselves. Lastly the proposed pay does not align with the reduced profitability for FY26 and is higher than that paid to peers in the industry. While we support his reappointment, but we do not support his remuneration terms, therefore, we do not support the resolution.
- Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. No concern identified on the merit of the proposed director. Governance Concern: Holding combined position of Chairman & Managing Director (‘CMD’); Excessive remuneration as compare to performance & Industry benchmark. further, no absolute cap on variable pay or total remuneration
- ICICI Prudential Mutual FundThe resolution does not place a cap on variable pay or disclose any performance criteria. Remuneration paid to the MD has been on higher side in the past (at 5.69% of PAT in FY26) so proposed remuneration structure without an absolute cap raises concern. Hence , the AMC has voted against the resolution.
3 for6 against - Approval for payment of excess remuneration to the Directors of the Company for the financial year 2025-26
Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, Old Bridge Mutual Fund
- Angel One Mutual FundGovernance & Transparency Concern: Majority of proposed excess remuneration pertains to the Promoter Director, whose remuneration is relatively high compare with Company performance and industry benchmarks; Holding combined position of Chairman & Managing Director (‘CMD’); Further, the clubbed resolution limits shareholders ability to separately assess the remuneration of individual Directors.
- DSP Mutual Fund, Jio BlackRock Mutual Fund, Old Bridge Mutual FundThe company seeks approval for payment of excess remuneration aggregating Rs. 51.0 mn payable to the directors for FY26 due to inadequate profits. We raise concerns over the commission to be paid to promoter executives Naresh Jalan and Chaitanya Jalan in a year when the company's consolidated PBT declined by 43.1%. The company has not declared any dividend for FY26, yet commission to promoter directors is being proposed, raising concerns over the alignment of remuneration and company performance. Additionally, the company should have sought separate approvals for each director, allowing shareholders to vote independently based on the individual quantum and context of excess payment. While we do not raise concern on the commission to be paid to professional executives and independent directors, given that the resolution is combined for all directors, we do not support the resolution.
- Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: Majority of proposed excess remuneration pertains to the Promoter Director, whose remuneration is relatively high compare with Company performance and industry benchmarks; Holding combined position of Chairman & Managing Director (‘CMD’); Further, the clubbed resolution limits shareholders ability to separately assess the remuneration of individual Directors
- ICICI Prudential Mutual FundThe AMC has voted against the resolution as the excess remuneration being ratified majorly pertains to the promotor directors, who are already in receipt of high remuneration. Not in favour of combined resolution for ratifying remuneration paid to promotor directors and independent directors.
2 for7 against - Approval for change in designation of Mr. Chaitanya Jalan (DIN: 07540301) from Whole-time Director to Joint Managing Director of the Company for his remaining tenure upto 8 November, 2029
Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund
- Angel One Mutual FundGovernance Concern: Low attendance at Audit committee Meeting in last 3 FYs and no justification for leave of absence.
- DSP Mutual Fund, Jio BlackRock Mutual FundChaitanya Jalan, 28, is part of the promoter family. He has been associated with the company since 2016 and was appointed as Whole Time Director on 9 November 2019. He has over five years of experience in the forging industry. He is responsible for business strategies, evaluating new opportunities, monitoring plant operations with a focus on efficiency, process optimization, quality improvement. He has led the cost optimization project of the Company which has helped the Company to optimise its cost structure and improve the efficiency of the manufacturing facilities. He is also responsible for heading the marketing efforts of the Company both in the domestic and export markets. The company proposes to redesignate him as Joint Managing Director, without any change in his remuneration terms. We note that he has less than ten years of post-qualification work experience: this does not align with our voting guidelines.. We do not support the resolution.
- Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. No issue identified on merit of appointee. Governance Concern: Low attendance at Audit committee Meeting in last 3 FYs and no justification for leave of absence
4 for5 against
2 proposals not matched to one resolution
- 4) Ratify remuneration of Rs. 500,000 payable to Bijay Kumar & Co., as cost auditor for FY271 for0 against
- Ratify remuneration of Rs. 500,000 payable to Bijay Kumar & Co., as cost auditor for FY272 for0 against
6 earlier meetings
Mutual fund votes, meeting of 27 Apr 2026, 17 fund houses
Appointment of Mr. Chetan Rameshchandra Desai (DIN 03595319) as Non-Executive, Independent Director of the Company for a term of 5 (Five) consecutive years with effect from 29 April, 2026 till 28 April, 2031MoreLess
Against Axis Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Old Bridge Mutual Fund, SBI Mutual Fund
- Axis Mutual Fund, Jio BlackRock Mutual Fund, Old Bridge Mutual Fund, SBI Mutual FundChetan Desai, 75, is the former Managing Partner of Haribhakti & Co LLP (HCO) and retired from the firm in 2018. He has around five decades of experience and was associated with HCO for over 39 years, during which he headed the audit and assurance practice. While his appointment is in line with statutory requirements, we raise concern that in December 2024, Chetan Desai was penalized by an order of the National Financial Reporting Authority (NFRA) with a monetary penalty and was debarred from being appointed as auditor for five years of any company or body corporate. He was the engagement partner of DB Realty Ltd. (now Valor Estate), where the NFRA identified lapses in audit procedures, instances of non-compliance, and deficiencies in quality-control standards. Given this concern, we are unable to support the resolution.
- Kotak Mahindra Mutual FundChetan Desai, 75, is the former Managing Partner of Haribhakti & Co LLP (HCO) and retired from the firm in 2018. He has around five decades of experience and was associated with HCO for over 39 years, during which he headed the audit and assurance practice. While his appointment is in line with statutory requirements, we raise concern that in December 2024, Chetan Desai was penalized by an order of the National Financial Reporting Authority (NFRA) with a monetary penalty and was debarred from being appointed as auditor for five years of any company or body corporate. He was the engagement partner of DB Realty Ltd. (now Valor Estate), where the NFRA identified lapses in audit procedures, instances of non-compliance, and deficiencies in quality-control standards. His appointment will raise the transparency concern. Hence, we do not support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
11 for6 against
Mutual fund votes, meeting of 12 Dec 2025, 16 fund houses
- Issuance of upto 34,00,000 Warrants each convertible into or exchangeable for one Equity Share of Face Value of Rs. 2 each of the Company to Promoter of the Company
Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund
- Angel One Mutual FundGovernance & Transparency Concern: Warrants priced at par with equity shares; No urgent need for funds and No explanation as to why preferential offer is being made to promoters. There is no clarity on the basis of the determining the individual promoter for preferential issue.
- Axis Mutual FundThe company proposes to raise Rs. 1.99 bn through a warrant issue to the promoters. Assuming full conversion, the issuance will lead to a dilution of 1.8% on the expanded capital base. The proceeds of the warrants will be used for debt repayment(Rs. 1.50 bn) and general corporate purposes (Rs. 0.49 bn). We generally do not favour the issue of warrants to promoters because only 25% of the amount is received upfront. If the warrants lapse, it could have material implications for the company’s long-term plans. Additionally, warrants also provide promoters the option to ride the stock price for 18 months. We do not support the resolution due to lack of full disclosure on the allottees and second warrant issue despite in less than 6 months.
- Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: Warrants priced at par with equity shares; No urgent need for funds and No explanation as to why preferential offer is being made to promoters. There is no clarity on the basis of the determining the individual promoter for preferential issue.
9 for7 against
Mutual fund votes, meeting of 20 Sep 2025, 19 fund houses
To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2025 together with the Directors Report and the Auditors Report thereonMoreLess
Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund
- Aditya Birla Sun Life Mutual Fund, Jio BlackRock Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on the financial statements due to inventory overstatements of Rs. 2.2 bn for FY25 and Rs. 0.5 bn for FY24. The company appointed an external agency to find the root cause of these overstatements. The Interim Joint Fact-Finding Report of the Independent External Agencies confirmed that certain erroneous entries / non- recordings of rejections at plant resulted in overstatement of WIP / raw material / scrap inventory in FY25 and FY24 by Rs. 2.2 bn and Rs. 0.5 bn respectively. The company has made an adjustment to its financials and restated the previous financial year’s figures.The auditors have also raised an emphasis of matter regarding excess managerial remuneration of Rs. 69.3 mn for FY25, paid/ payable to the directors, which is pending ratification by shareholders. Further, the auditors have issued a disclaimer of opinion on the company’s internal financial controls. They were unable to obtain enough evidence to assess whether the company’s internal financial controls were effective as on 31 March 2025, particularly due to issues noted in the qualified opinion. We note that the auditors have highlighted certain issues related to the audit trail feature in the accounting software. Given the audit qualifications, we do not support the resolution.
- Axis Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on the financial statements due to inventory overstatements of Rs. 2.2 bn for FY25 and Rs. 0.5 bn for FY24. The company appointed an external agency to find the root cause of these overstatements. The Interim Joint Fact-Finding Report of the Independent External Agencies confirmed that certain erroneous entries / non- recordings of rejections at plant resulted in overstatement of WIP / raw material / scrap inventory in FY25 and FY24 by Rs. 2.2 bn and Rs. 0.5 bn respectively. The company has made an adjustment to its financials and restated the previous financial year’s figures. The auditors have also raised an emphasis of matter regarding excess managerial remuneration of Rs. 69.3 mn for FY25, paid/ payable to the directors, which is pending ratification by shareholders. Further, the auditors have issued a disclaimer of opinion on the company’s internal financial controls. They were unable to obtain enough evidence to assess whether the company’s internal financial controls were effective as on 31 March 2025, particularly due to issues noted in the qualified opinion. We note that the auditors have highlighted certain issues related to the audit trail feature in the accounting software. Given the audit qualifications, we do not support the resolution.
- HDFC Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on the financial statements due to inventory overstatements of Rs. 2.2 bn for FY25 and Rs. 0.5 bn for FY24. The company appointed an external agency to find the root cause of these overstatements. The Interim Joint Fact-Finding Report of the Independent External Agencies confirmed that certain erroneous entries / non- recordings of rejections at plant resulted in overstatement of WIP / raw material / scrap inventory in FY25 and FY24 by Rs. 2.2 bn and Rs. 0.5 bn respectively. Given the audit qualifications, we do not support the resolution.
- Kotak Mahindra Mutual FundAuditors has issued a qualified opinion on the financial statements due to inventory overstatements of Rs. 2.2 bn for FY25 and Rs. 0.5 bn for FY24. The auditors have also raised an emphasis of matter regarding excess managerial remuneration of Rs. 69.3 mn for FY25, paid/ payable to the directors, which is pending ratification by shareholders. Given the audit qualifications, we do not support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
13 for6 against- To appoint a Director in place of Mr. Naresh Jalan (DIN: 00375462) who retires by rotation and being eligible, offers himself for re-appointment
Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund
- Angel One Mutual FundGovernance Concern: Holds two full-time positions in entities with unrelated business and no information available on holding of stake by one entity in the other entity, if any. Potential combined position of Chairman and Managing Director.
- Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Holds two full-time positions in entities with unrelated business and no information available on holding of stake by one entity in the other entity, if any. Potential combined position of Chairman and MD.
- HDFC Mutual FundMr. Naresh Jalan, 49, is Chairperson and Managing Director and part of the promoter group. He has more than 26 years of experience in the forging industry. We raise concerns that the statutory auditors have qualified the financial statements due to inventory overstatements of Rs. 2.2 bn for FY25 and Rs. 0.5 bn for FY24, which has impacted the company’s net worth by Rs 2.02 bn. Further, the auditors have issued a disclaimer of opinion on the company’s internal financial controls as they were unable to obtain enough evidence to assess whether the company’s internal financial controls were effective as on 31 March 2025. We believe that as the Managing Director, he is accountable for the lapse in the internal financial controls. Given this, we do not support his reappointment.
- Nippon India Mutual FundGovernance Concern: Holds two full-time positions in entities with unrelated business and no information available on holding of stake by one entity in the other entity, if any
10 for9 against - To appoint a Director in place of Mr. Lalit Kumar Khetan (DIN: 00533671), who retires by rotation and being eligible, offers himself for re-appointment
Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund
- Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundLalit Kumar Khetan, 55, is Executive Director and Chief Financial Officer. He has been the CFO since May 2018 and has been on the board of the company since 20 October 2020. He attended all six (100%) board meetings in FY25. He retires by rotation. While his reappointment is in line with statutory requirements, we raise concerns that the statutory auditors have qualified the financial statements due to inventory overstatements of Rs. 2.2 bn for FY25 and Rs. 0.5 bn for FY24, which has impacted the company’s net worth by Rs 2.02 bn. Further, the auditors have issued a disclaimer of opinion on the company’s internal financial controls as they were unable to obtain enough evidence to assess whether the company’s internal financial controls were effective as on 31 March 2025. We believe that as the Chief Financial Officer, he is accountable for the lapse in the internal financial controls. Given this, we do not support his reappointment.
- HDFC Mutual FundMr. Lalit Kumar Khetan, 55, is Executive Director and Chief Financial Officer. He has been the CFO since May 2018 and has been on the board of the company since 20 October 2020. We raise concerns that the statutory auditors have qualified the financial statements due to inventory overstatements of Rs. 2.2 bn for FY25 and Rs. 0.5 bn for FY24, which has impacted the company’s net worth by Rs 2.02 bn. Further, the auditors have issued a disclaimer of opinion on the company’s internal financial controls as they were unable to obtain enough evidence to assess whether the company’s internal financial controls were effective as on 31 March 2025. We believe that as the Chief Financial Officer, he is accountable for the lapse in the internal financial controls. Given this, we do not support his reappointment.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
13 for6 against - To ratify remuneration of Bijay Kumar & Co., Cost & Management Accountants, Cost Auditors of the Company for the Financial Year ending 31st March, 202619 for0 against
To approve the appointment of M/s. MKB & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for the period commencing from FY 2025-26 till FY 2029-30 and to fix their remunerationMoreLess
Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund
- Angel One Mutual FundProposed audit fee payable to Secretarial Auditors not disclosed.
- Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo issues on merits of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee payable to Secretarial Auditors not disclosed.
- Kotak Mahindra Mutual FundCompany has failed to disclosed the audit fees of Secretarial auditor which is a legal requirement. Due to failure in meeting the regulatory requirement, we cannot favour the resolution.
- Nippon India Mutual FundNon disclosure of Proposed fee payable to Secretarial Auditors.
10 for9 against- To re-appoint Mr. Lalit Kumar Khetan (DIN: 00533671) as a Whole Time Director of the Company for a period of 3 (three) years with effect from 20th October, 2025
Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund
- Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual FundLalit Kumar Khetan, 55, is Executive Director and Chief Financial Officer. He has been the CFO since May 2018 and has been on the board of the company since 20 October 2020. Lalit Kumar Khetan was paid Rs. 38.5 mn as remuneration in FY25, including fair value of stock options. As per the proposed terms, we estimate his fixed pay for FY26 at Rs. 32.3 mn. In FY24, 55,843 stock options were granted to Lalit Kumar Khetan. However, there is no clarity on the stock options to be granted to him over his tenure. The company should disclose the quantum of stock options that he is eligible to receive over the course of his tenure, thereby capping the overall remuneration in absolute terms. Due to lack of adequate disclosures on stock options, we are unable to make an informed decision on his overall remuneration. We also expect the company to cap the commission payable in absolute amounts and disclose the performance metrics that will be used to determine his commission payout. Further our view on this resolution is linked to our view on resolution #3 – we do not support his reappointment as Whole-time Director and CFO given his accountability for the lapses in internal financial controls. We do not support the resolution.
- HDFC Mutual FundMr. Lalit Kumar Khetan, 55, is Executive Director and Chief Financial Officer. He has been the CFO since May 2018 and has been on the board of the company since 20 October 2020. Further our view on this resolution is linked to our view on resolution #3 – we do not support his reappointment as Whole-time Director and CFO given his accountability for the lapses in internal financial controls. We do not support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
- SBI Mutual FundLalit Kumar Khetan, 55, is Executive Director and Chief Financial Officer. He has been the CFO since May 2018 and has been on the board of the company since 20 October 2020. Lalit Kumar Khetan was paid Rs. 38.5 mn as remuneration in FY25, including fair value of stock options. As per the proposed terms, we estimate his fixed pay for FY26 at Rs. 32.3 mn. In FY24, 55,843 stock options were granted to Lalit Kumar Khetan. However, there is no clarity on the stock options to be granted to him over his tenure. The company should disclose the quantum of stock options that he is eligible to receive over the course of his tenure, thereby capping the overall remuneration in absolute terms. Due to lack of adequate disclosures on stock options, we are unable to make an informed decision on his overall remuneration. We also expect the company to cap the commission payable in absolute amounts and disclose the performance metrics that will be used to determine his commission payout. Further our view on this resolution is linked to our view on resolution #3 – we do not support his reappointment as Whole-time Director and CFO given his accountability for the lapses in internal financial controls. We do not support the resolution
13 for6 against - To approve waiver of recovery of excess remuneration paid to Directors of the Company for the Financial Year 2024-25
Against 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, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Old Bridge Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund
- Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundThe company seeks waiver of excess remuneration aggregating Rs. 69.3 mn paid to the directors for FY25 due to inadequate profits. We raise concerns over the commission to be paid to CFO & WTD - Lalit Kumar Khetan (whose excess remuneration, apart from commission, also includes perquisite value from the exercise of ESOPs), promoter executive and audit committee member - Chaitanya Jalan and WTD - Milesh Gandhi in a year when the company's consolidated PBT declined by 62.8% and inventory overstatements led to a net worth erosion of Rs. 2.02 bn. Further, the rationale for paying commission to the Chief Financial Officer and Audit Committee members is unclear when the auditors have issued a qualified opinion on the financial statements and a disclaimer of opinion on the internal financial controls due to lack of sufficient audit evidence. The company has not declared any dividend for FY25, yet commission payout to directors is being proposed, raising concerns over the alignment of remuneration and company performance. Additionally, the company should have sought separate approvals for each director, allowing shareholders to vote independently based on the individual quantum and context of excess payment. Given these reasons, we do not support the resolution.
- Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Executive Directors / Management should be held accountable for deficiencies and failure in Inventory control system and weakness in internal control over inventory of the Company.
- Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Executive Directors / Management should be held accountable for deficiencies and failure in Inventory control system and weakness in internal control over inventory of the Company.
- HDFC Mutual FundThe company seeks waiver of excess remuneration aggregating Rs. 69.3 mn paid to the directors for FY25 due to inadequate profits. In a year when the company's consolidated PBT declined by 62.8% and inventory overstatements led to a net worth erosion of Rs. 2.02 bn. Further, the rationale for paying commission to the Chief Financial Officer and Audit Committee members is unclear when the auditors have issued a qualified opinion on the financial statements and a disclaimer of opinion on the internal financial controls due to lack of sufficient audit evidence. The company has not declared any dividend for FY25, yet commission payout to directors is being proposed, raising concerns over the alignment of remuneration and company performance. We do not support the resolution.
- Kotak Mahindra Mutual FundInventory discrepancies lead to an adverse impact of Rs 202.6 Cr which is 6.73% of the Net Worth of the Company as on 31st March, 2025. The company has not declared any dividend for FY25, yet commission payout to directors is being proposed, raising concerns over the alignment of remuneration and company performance. These kind of practices are not good for minor and retail shareholders. Hence, we do not favour the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
- Old Bridge Mutual FundThe company seeks waiver of excess remuneration aggregating Rs. 69.3 mn paid to the directors for FY25 due to inadequate profits. We raise concerns over the commission to be paid to CFO & WTD - Lalit Kumar Khetan (whose excess remuneration, apart from commission, also includes perquisite value from the exercise of ESOPs), promoter executive and audit committee member - Chaitanya Jalan and WTD - Milesh Gandhi in a year when the company's consolidated PBT declined by 62.8% and inventory overstatements led to a net worth erosion of Rs. 2.02 bn. We do not support this resolution.
3 for16 against
Mutual fund votes, meeting of 28 Jun 2025, 18 fund houses
- Issuance of upto 9,75,000 Warrants each convertible into or exchangeable for one Equity Share of Face Value of Rs. 2 each of the Company to Promoter of the Company18 for0 against
Mutual fund votes, meeting of 28 Feb 2025, 16 fund houses
- To approve appointment of Mrs. Sucharita Basu De (DIN: 06921540) as a Director in the capacity of Woman Independent Director of the Company for a period of 5 years w.e.f 17 January, 2025.
Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundNo concern identified on the merits of proposed appointee. Non-Compliant with SEBI (LODR), 2015 & Companies Act, 2013: Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.
- Edelweiss Mutual FundTerms and conditions not disclosed on website
- Nippon India Mutual FundInadequate disclosure
10 for6 against
Mutual fund votes, meeting of 31 Aug 2024, 13 fund houses
- Adoption of Audited Financial Statements (including the Consolidated Financial Statements) of the Company for the Financial Year ended 31 March, 2024.13 for0 against
- Re-appointment of Director, Mr. Mahabir Prasad Jalan (DIN: 00354690)
Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund
- Axis Mutual FundMahabir Prasad Jalan, 75, is Non-Executive director and Chairperson Emeritus of the company since 21 July 2023. He has been on the board of the company since 12 November 1981. He attended four out of seven (57%) board meetings held in FY24 and 15/20 (75%) board meetings held in the last three years. He retires by rotation. The company should have sought shareholder approval through a special resolution since he is 75 years of age. Amendments in SEBI’s LODR require directors having 75 years of age to be reappointed by shareholders through a special resolution. However, we do not consider age to be a criterion for board memberships. Notwithstanding, we do not encourage individuals appointed as ‘Chairperson Emeritus’ to be a part of the board or any committee. Chairperson Emeritus is not defined under Indian regulations but is usually not a board position. We believe having a Chairperson Emeritus as a board position creates confusion over the chain of command at the board. Therefore, we do not support his reappointment as a director.
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNo concern on the merits of the appointee. Appointment is non-compliant with law. Director appointment beyond 75 years of age proposed through Ordinary Resolution against legal requirement of Special Resolution. Governance Concern: Holds Dual Position - Director and Chairman Emeritus.
- Kotak Mahindra Mutual FundNo concern Identified on the merits of Mr. Mahabir Prasad Jalan and w.r.t. his profile, time-commitments and attendance. However, he holds Dual Position in the company as a Director and Chairman Emeritus of the company. Chairperson Emeritus is not defined under Indian regulations but is usually not a board position. We believe having a Chairperson Emeritus as a board position creates confusion over the chain of command at the board. This raises a governance concern. Hence voting against.
- SBI Mutual FundMahabir Prasad Jalan, 75, is Non-Executive director and Chairperson Emeritus of the company since 21 July 2023. He has been on the board of the company since 12 November 1981. He attended four out of seven (57%) board meetings held in FY24 and 15/20 (75%) board meetings held in the last three years. He retires by rotation. The company should have sought shareholder approval through a special resolution since he is 75 years of age. Amendments in SEBI’s LODR require directors having 75 years of age to be reappointed by shareholders through a special resolution. We do not support the resolution.
6 for7 against - Re-appointment of S. K. Naredi & Co., Chartered Accountants as Joint Statutory Auditors of the Company
Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance & Transparency Concern: No clarity on low audit fees.
10 for3 against - Ratification of Remuneration of Cost Auditors for the Financial Year 2024-2513 for0 against
- Appointment of Mr. Milesh Gandhi (DIN: 07436442) as a Director of the Company13 for0 against
- Appointment of Mr. Milesh Gandhi (DIN: 07436442) as a Whole-time Director of the Company13 for0 against
- Re-appointment of Mr. Chaitanya Jalan (DIN: 07540301) as a Whole-time Director of the Company
Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Axis Mutual FundChaitanya Jalan, 26, is part of the promoter family. He has been on the board since 9 November 2019 and has been associated with the company since 2016. We believe that, with less than ten years of experience, Chaitanya Jalan does not have the requisite skills and experience to serve on the board of a listed company. He was paid Rs. 29.9 mn in FY24. We estimate his FY25 remuneration at Rs. 38.8 mn for FY25 which is comparable to remuneration paid to Lalit Kumar Khetan, who holds over three decades of professional experience. His remuneration is neither comparable to the company’s internal remuneration levels nor with industry peers. Further, the remuneration structure allows for the company to bear hospitalization expenses incurred in India for self and family. We believe these expenses are personal in nature and should be borne by the directors themselves. We do not support the remuneration terms and the resolution.
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Remuneration skewed in favor of promoter director; No absolute cap on variable Pay; Low attendance in Audit Committee Meetings.
- Kotak Mahindra Mutual FundChaitanya Jalan, 26, is part of the promoter family. He was paid Rs. 29.9 mn in FY24. We estimate his FY25 remuneration at Rs. 38.8 mn for FY25. His remuneration is neither comparable to the company s internal remuneration levels nor with industry peers. The company should provide proper justification for his remuneration given his total years of industry experience with the skills. Since no clarification is given for the same, voting against.
- Nippon India Mutual FundRemuneration skewed in favor of promoter director; No absolute cap on variable Pay; Low attendance in Audit Committee Meetings.
7 for6 against - Revision in remuneration of Mr. Naresh Jalan (DIN: 00375462), Managing Director of the Company
Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Axis Mutual FundNaresh Jalan, 48, is Chairperson and Managing Director and part of the promoter group. He has more than 25 years of experience in the forging industry. He has been on the board of the company since 25 January 1995. We estimate Naresh Jalan’s FY25 remuneration at Rs. 77.2 mn. His pay is comparable to peers and commensurate to the size of the business. However, his remuneration structure remains open-ended: the commission that can be paid to him is at the discretion of the NRC, companies should cap the commission payable in absolute amounts and disclose the performance metrics that will be used to determine his commission payout. We recognize that Naresh Jalan’s remuneration has been within a reasonable range over the past few years, even during the company’s peak performance. We expect the company to be judicious with payouts. Notwithstanding, the remuneration structure allows for the company to bear hospitalization expenses incurred in India for self and family. We believe these expenses are personal in nature and should be borne by the directors themselves. Therefore, we do not support the remuneration terms and the resolution.
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Remuneration skewed in favor of promoter director; No absolute cap on variable Pay; Time-commitments, designated as MD in two companies.
- Nippon India Mutual FundRemuneration skewed in favor of promoter director; No absolute cap on variable Pay; Time-commitments, designated as MD in two companies.
8 for5 against - Revision in remuneration of Mr. Lalit Kumar Khetan (DIN: 00533671), Whole-time Director of the Company13 for0 against
- Payment of Commission to Non-Executive Independent Directors of the Company
Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: No absolute cap on commission proposed.
- Nippon India Mutual FundNo absolute cap on commission proposed.
9 for4 against
Each fund house counted once, from its own disclosure; the reasons are its own words.
Investor complaints and compliance
Quarter by quarter.
Investor complaints received and resolved, the company's own count
- Received
- Resolved
Open at the quarter's end
- The board is made up as the listing rules require
- Yes
- The board has a regular chairperson
- No
- The company has a risk management committee
- Yes
- The chair is related to the managing director
- Yes
- The filing has a part on fines and penalties
- No
- The filing has a part on tax disputes
- No
- There was a cyber security incident in the quarter
- No
The company's own answers in its filing.
How money raised was used
Reported for the quarter to Jun 2026. A preferential issue sells new shares to chosen investors rather than to the public. A warrant or partly paid issue plans the whole issue while the money comes in over time, so the amount set aside can be more than raised so far.
| Raised | Amount raised | For | Set aside | Spent | Spent elsewhere |
|---|---|---|---|---|---|
| Preferential IssuesJun 2026, checked by India Ratings & Research Private Limited | 52.76 | Working Capital Repayment: Repayment of Working Capital Loans including Working Capital Demand Loans together with Interest payments thereof, in part or full, availed by the Company | 1.58 | 1.58 | No |
| Preferential IssuesJun 2026, checked by India Ratings & Research Private Limited | 52.76 | General Corporate Purpose: Upto 25% of Issue proceeds will be utilised for General Corporate purpose | 51.18 | 51.18 | No |