Shyam Metalics and Energy MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 Dec 2025, 18 fund houses

• RE-APPOINTMENT OF MS. RAJNI MISHRA AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 (FIVE) CONSECUTIVE YEARS.

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

  • Angel One Mutual FundGovernance Concern: Nomination & Remuneration Committee member and the Company has a skewed remuneration practice in favour of Promoter Directors.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundAppointment compliant with law. No concern on the merits of the proposed appointee. Governance Concern: NRC member and the Company has a skewed remuneration practice in favour of Promoter Directors.

  11 for7 against
• REVISION IN REMUNERATION OF MR. SHEETIJ AGARWAL (DIN-08212992), WHOLE-TIME DIRECTOR OF THE COMPANY

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco 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, Zerodha Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance concern: Lack of adequate justification for the proposed revision in remuneration. Skewed remuneration practice in the Company. Attendance below 75% in board meetings.
  • Axis Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual FundSheetij Agarwal, 27, is the Whole time Director of the company since November 2023 and previously served as Head of Business Excellence and Strategy from July 2021. He is the son of Brij Bhushan Agarwal, the promoter, Chairperson and MD of the company. He leads the Strategy and Business Development functions. He also manages the Aluminium plant at Pakuria, West Bengal. Sheetij Agarwal was paid remuneration of Rs. 6.0 mn in FY25. Based on the revised terms, we estimated his FY26 remuneration at Rs. 32.0 mn, which is high for his experience level. The company has not disclosed performance metrics that will determine variable pay. We raise concern that, at 27, he may not have sufficient experience to be Executive Director on the board of a listed company. Since his appointment, he has attended only 57% (four out of seven) board meetings; we expect directors to attend all board meetings. Additionally, the annual remuneration to Dev Kumar Tiwari, professional Executive Director, with close to two decades of experience, is estimated at Rs. 11.0 mn, lower than Sheetij Agarwal. The company must clarify how the Nomination and Remuneration Committee (NRC) has benchmarked his compensation. Given these reasons, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Lack of adequate justification for the proposed revision in remuneration. Skewed remuneration practice in the Company. Attendance below 75% in board meetings.
  • HDFC Mutual FundMr. Sheetij Agarwal, 27, is the Whole time Director of the company since November 2023 and previously served as Head of Business Excellence and Strategy from July 2021. He does not have the requisite experience to be inducted in the board. We do not support the resolution.
  • Kotak Mahindra Mutual FundSheetij Agarwal, 27, is the Whole time Director of the company since November 2023 and previously served as Head of Business Excellence and Strategy from July 2021. He is the son of Brij Bhushan Agarwal, the promoter, Chairperson and MD of the company. He leads the Strategy and Business Development functions. He also manages the Aluminium plant at Pakuria, West Bengal. Sheetij Agarwal was paid remuneration of Rs. 6.0 mn in FY25. Based on the revised terms, we estimated his FY26 remuneration at Rs. 32.0 mn, which is high for his experience level. The Company is having a skewed remuneration practice. The proposed quantum of revision appears to be excessive, unfair and unjust due to lack of adequate justification. The company has also not disclosed performance metrics that will determine his variable pay. Given these reasons, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  4 for14 against
• REVISION IN REMUNERATION OF MR. DEV KUMAR TIWARI (DIN-02432511), WHOLE-TIME DIRECTOR OF THE COMPANY

  18 for0 against

Mutual fund votes, meeting of 26 Aug 2025, 17 fund houses

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

• To receive, consider and adopt the Audited Financial Statements (both Standalone and Consolidated) of the Company for the financial year ended on 31st March, 2025 together with the Director’s Report and the Auditor’s Report thereon.MoreLess

  17 for0 against
• To confirm Interim Dividend @ 22.5% i.e.Rs. 2.25/- per equity share of Rs. 10 each on 28th January, 2025 and declaration of final dividend @ 22.5% i.e. Rs. 2.25/- per equity share of Rs. 10/- each for the Financial Year ended 31st March, 2025.MoreLess

  17 for0 against
• To appoint a Director in place of Mr. Sanjay Kumar Agarwal (DIN: 00232938) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.MoreLess

  17 for0 against
• To appoint a Director in place of Mr. Deepak Agarwal (DIN: 00560010) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.MoreLess

  17 for0 against
• Ratification of the remuneration payable to M/s. BSS & Associates, Cost Auditors for financial year 2025-26.

  17 for0 against
• Appointment of M/s. MKB & Associates, Company Secretaries in Practice, as Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.

  17 for0 against
• Approval for enhancement of the borrowing limit of the Company up to Rs. 9,000 crores under Section 180 (1) (c) of the Companies Act, 2013

  ›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

  • Angel One Mutual FundGovernance & Transparency concern: Majority of the Existing Borrowing Limit is unutilized, and no specific reason/justification provided for the proposed increase when the existing limit is significantly unutilized.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Compliant with law. Governance & Transparency concern: Majority of the Existing Borrowing Limit is unutilized, and no specific reason/justification provided for the proposed increase when the existing limit is significantly unutilized.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for increasing its borrowing limits from 4,500 crores to 9,000 crores, by way of a special resolution. As on 31st March, 2025, the total borrowings availed by the Company amounted to 202.50 Crores i.e. only 4.50% of the total existing borrowing limit. The Company has not disclosed detailed reasons and elaborate future plans or requirement for such an excessive increase in the borrowing limit against its existing limits, which are majorly unutilised. Hence, we do not support the resolution.

  10 for7 against
• Approval for creation of Mortgage and or charge creation on movable and immovable assets and properties of the Company under Section 180 (1) (a) of the Companies Act, 2013

  ›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

  • Angel One Mutual FundGovernance & Transparency concern: Majority of the Existing Borrowing Limit is unutilized, and no specific reason/justification provided for the proposed increase when the existing limit is significantly unutilized.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Compliant with law. Governance & Transparency concern: Majority of the Existing Borrowing Limit is unutilized, and no specific reason/justification provided for the proposed increase when the existing limit is significantly unutilized.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for creation of mortgage and/or charge by the Company on its movable and/or immovable assets and properties and/or the whole or any part of the undertaking(s) of the Company, by way of a special resolution. The proposed charge/security creation limit will also be utilised against the borrowings that will be undertaken as a result of the increased borrowing limit proposed under resolution no 7. Since the resolution no 8 is linked to resolution no 7, we do not support the resolution.

  10 for7 against
• Authorization for increasing the limit for loan and investment up to Rs. 9000 Crores under section 186 of the Companies Act, 2013.

  ›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, ICICI Prudential Mutual Fund, Invesco 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

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual FundThe company states that in view of its growth and expansion plans, to optimize returns on surplus funds, and to facilitate strategic investments, loans, or guarantees, the company seeks to increase the transaction limit under Section 186 from Rs. 45.0 bn to 90.0 bn. The enabling nature of approval could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we do not support the resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundGovernance & Transparency Concern: Blanket approval sought without adequate disclosures.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: Blanket approval sought without adequate disclosures.
  • HDFC Mutual FundThe company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we do not support the resolution.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution due to lack of clarity on recipients.
  • Invesco Mutual FundThe company states that in view of its growth and expansion plans, to optimize returns on surplus funds, and to facilitate strategic investments, loans, or guarantees, the company seeks to increase the transaction limit under Section 186 from Rs. 45.0 bn to 90.0 bn. The enabling nature of approval could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  2 for15 against
• Approval for raising funds through issuance of securities of the Company up to Rs. 4500 crores.

  1 for0 against
• To approve raising of funds by way of issuance of Non-Convertible Debentures (NCDS) Bonds other instruments aggregating to Rs. 3,000 crore (Rupees Three Thousand Crore) and to delegate the powers to any Committee empowered by the Board in this regardMoreLess

  15 for0 against

Mutual fund votes, meeting of 4 Jul 2025, 16 fund houses

• APPOINTMENT OF MR. BRIJ BHUSHAN AGARWAL (DIN: 01125056) AS THE EXECUTIVE CHAIRMAN OF THE COMPANY AND HIS CONSEQUENT RE-DESIGNATION AS CHAIRMAN & MANAGING DIRECTOR OF THE COMPANY

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

  • Angel One Mutual FundGovernance Concern: Combined position of Chairman and Managing Director may lead to concentration of power in the hands of single person. Concerns pertains to proposed re-appointment term with regards to Skewed Remuneration & No absolute cap on variable pay.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Combined position of Chairman and MD may lead to concentration of power in the hands of single person. Concerns pertains to proposed re-appointment term w.r.t. Skewed Remuneration & No absolute cap on variable pay.
  • Edelweiss Mutual Fund, Nippon India Mutual FundGovernance Concern: Combined position of Chairman and MD may lead to concentration of power in the hands of single person. Concerns pertains to proposed re-appointment term w.r.t. Skewed Remuneration & No absolute cap on variable pay.

  9 for7 against

Mutual fund votes, meeting of 6 Sep 2024, 11 fund houses

• To receive, consider and adopt the Audited Financial Statements (both Standalone and Consolidated) of the Company for the financial year ended on 31st March, 2024 together with the Director’s Report and the Auditor’s Report thereon.MoreLess

  11 for0 against
• To confirm Interim dividend @ 18% of Rs. 1.80/- per equity share of Rs. 10/- each on 24th May, 2023 and declaration of Final Dividend @ 27% i.e. Rs. 2.70/- per equity share of Rs. 10/- each for the Financial Year ended 31st March, 2024.MoreLess

  11 for0 against
• To appoint a Director in place of Mr. Mahabir Prasad Agarwal (DIN: 00235780) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.MoreLess

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliant with Regulation 17(1A) of SEBI LODR as approval sought by ordinary resolution for 75+ year director. Governance concern: Chairman is related to Managing Director of the Company.

  7 for4 against
• To appoint a Director in place of Mr. Dev Kumar Tiwari (DIN: 02432511) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.MoreLess

  11 for0 against
• Ratification of remuneration payable to M/s. BSS & Associates, Cost Accountants (FRN: 001066), Cost Auditors of the Company for the Financial Year 2024-25.

  11 for0 against
• Appointment of Mr. Chandra Shekhar Verma (DIN: 00121756), as an Independent Director of the Company for a period of five years w.e.f. 4th July, 2024.

  11 for0 against

Mutual fund votes, meeting of 5 Jul 2024, 11 fund houses

• RE-APPOINTMENT OF MR. BRIJ BHUSHAN AGARWAL (DIN: 01125056) AS THE MANAGING DIRECTOR OF THE COMPANY

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: Skewed remuneration practice. No absolute cap on variable pay or total remuneration.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution as the AMC believes that the company has not disclosed or put an absolute cap on the proposed Commission, rather it has capped relatively with Net Profit of the Company. The remuneration should be capped adequately both in terms i.e. relative as well as absolute specially in the case of promoters of the company
  • Invesco Mutual FundBrij Bhushan Agarwal, 51, is part of the promoter group and is Vice Chairperson and Managing Director. He is primarily responsible for strategic planning, future expansion, business development, marketing, human resources and corporate affairs. He attended all five board meetings held in FY24. While he is not liable to retire by rotation, his reappointment as MD will require periodic shareholder approval. As per stock exchange filings, Brij Bhushan Agarwal was paid Rs. 48.0 mn in FY24, of which Rs. 24.0 mn was paid by Shyam SEL and Power Limited, a wholly owned subsidiary. The notice does not state this fact, neither does it provide any guidance for payout from the subsidiary in the future. Further, the company has added a commission component to his remuneration structure for the first time – the payout will be decided by the board. Given the open-ended nature of variable compensation and the practice of paying additional remuneration from a subsidiary, we are unable to estimate the overall remuneration. We expect the company to cap his variable pay in absolute amount.
  • Kotak Mahindra Mutual FundBrij Bhushan Agarwal, 51, is part of the promoter group and is Vice Chairperson and Managing Director (MD), Shyam Metalics and Energy Limited (SMEL). He is primarily responsible for strategic planning, future expansion, business development, marketing, human resources and corporate affairs. No concern has been identified with the time commitment and profile of the director, however, the remuneration proposed appears to be skewed towards one director. Moreover, the company has not place an absolute cap on the variable pay as well as the remuneration. Hence voting against.
  • Nippon India Mutual FundNo absolute cap on variable pay

  4 for7 against
• RE-APPOINTMENT OF MR. DEEPAK AGARWAL (DIN: 00560010) AS THE WHOLE-TIME DIRECTOR OF THE COMPANY

  ›Against ICICI Prudential Mutual Fund, Invesco Mutual Fund

  • ICICI Prudential Mutual FundThe AMC has voted against the resolution as the AMC believes that the company has not disclosed or put an absolute cap on the proposed Commission, rather it has capped relatively with Net Profit of the Company. The remuneration should be capped adequately both in terms i.e. relative as well as absolute specially in the case of promoters of the company
  • Invesco Mutual FundDeepak Agarwal, 50, has been a Whole Time Director on the board since July 2014. He is responsible for handling the Accounts, finance, legal, risk management and corporate affairs of the Company and its Subsidiaries. He has attended only all four board meetings held in FY23 and five board meetings held in FY24. As per stock exchange filings, Deepak Agarwal was paid Rs. 5.4 mn in FY24. We estimate his fixed FY25 remuneration at Rs. 9.3 mn. The company has added a commission component to his remuneration structure for the first time – the payout will be decided by the board. In the absence of guidance or past track record or any absolute cap, we are unable to reliably estimate commission. We expect the company to cap the variable component for executive directors in absolute amounts.

  9 for2 against

Mutual fund votes, meeting of 11 Jan 2024, 9 fund houses

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

• To approve appointment of Mr. Sheetij Agarwal as Director of the Company w.e.f 10th November, 2023

  ›Against HDFC Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundWe believe that he does not have the requisite experience to be inducted in the board.
  • Nippon India Mutual FundLack of adequate experience

  5 for2 against
• To approve the appointment including remuneration of Mr. Sheetij Agarwal as Wholetime Director of the Company for a period of 5 (five) years w.e.f. 10th November, 2023 till 09th November, 2028, liable to retire by rotation uponMoreLess

  ›Against Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundAppointment is complaint with law. Governance Concern: Remuneration proposed to be payable to WTD appears to be excessive.
  • HDFC Mutual FundWe believe that he does not have the requisite experience to be inducted in the board.
  • Invesco Mutual FundThough we are not against Mr. Agarwal’s appointment basis his experience, the remuneration for FY24 can be estimated at Rs. 24.0 mn which seems on higher side given his lack of experience. The company has not disclosed performance metrics that will determine variable pay.
  • Kotak Mahindra Mutual FundThe company has not disclosed performance metrics that will determine variable pay. Moreover, the remuneration proposed to be payable appears to be excessive. We also raise concern about the aggregate promoter representation on the board of the 12 member board there are four promoter directors of which three are executive. Hence voting against.
  • Nippon India Mutual FundRemuneration is high

  1 for6 against