Torrent Power MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Jul 2024, 22 fund houses

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

• Adoption of the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, including reports of the Auditor’s and the Board’s Report thereon.

  22 for0 against
• Adoption of the Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, including report of the Auditor’s thereon.

  22 for0 against
• Confirmation of payment of Interim Dividend of ₹ 12.00 per equity share and Approval of Final Dividend ₹ 4.00 per equity share for the Financial Year ended March 31, 2024.

  22 for0 against
• Re-appointment of Varun Mehta (DIN: 07862034), who retires by rotation and being eligible offers himself for re-appointment.

  21 for0 against
• Re-appointment of Mamta Verma (DIN: 01854315), who retires by rotation and being eligible offers herself for re-appointment

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Low attendance.
  • Bank of India Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundMs. Mamta Verma, 52, is an IAS Officer. She is the Principal Secretary to the Government of Gujarat in the Energy & Petrochemicals Department. She is on the board as a Nominee Director of Government of Gujarat. She has attended 40% (two out of five) board meetings held in FY24 and 36% (four out of 11) board meetings held in the last three years. We expect directors to attend all board meetings or atleast 75% board meetings over a three-year period. Thus, we do not support her reappointment as Non-Executive Non-Independent Director.
  • HSBC Mutual FundWe are voting against this longest serving non-executive director as we have concerns about the company's management of climate-related risks.We have concerns about the director's attendance at board meetings.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLow attendance
  • Zerodha Mutual FundGovernance Concern: Low attendance.

  10 for12 against
• Ratification of remuneration of M/s. Kirit Mehta & Co., Cost Accountants for FY 2024-25.

  22 for0 against
• Issuance of Equity Shares including Convertible Bonds / Debentures.

  ›Against Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Significant dilution. No clarity regarding not opting for Rights Issue.
  • Zerodha Mutual FundExcessive dilution, no clarity regarding not opting for Rights Issue.

  18 for4 against
• Elevation of Jinal Mehta (DIN: 02685284) to the position of Vice-Chairman and Managing Director of the Company.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundHis pay structure is open-ended with no absolute cap on commission or his overall pay.The company has not disclosed the targets which would be used to determine the outcome under the commission element.His estimated remuneration is aggressively positioned when compared to peers with similar size and scale of business operations.

  21 for1 against
• Appointment of Varun Mehta (DIN: 07862034) as Non-Executive Director of the Company.

  21 for0 against
• Appointment of Jigish Mehta (DIN: 09054778) in the category of Whole-Time Director and Designated as Director (Generation) of the Company.

  ›Against Bank of India Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual FundJigish Mehta, 51, is the Executive Director (Generation) at Torrent Power Limited wherein he heads gas generation, renewables, green energy business verticals and the procurement functions. He has been associated with the company since twenty-three years. While we support Jigish Mehta’s appointment as Whole-time Director, we do not support the resolution because of the open-ended remuneration structure. There is no clarity or cap on the commission that he is eligible to receive. The resolution allows for payment of commission, without any tangible contours. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, we do not support the resolution. Additionally, the company must disclose the basis on which the performance pay will be made (in terms of targets to be achieved) and disclose if his appointment contract carries malus and clawback clauses.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Sundaram Mutual Fund"Jigish Mehta, 51, is the Executive Director (Generation) at Torrent Power Limited wherein he heads gas generation, renewables, green energy business verticals and the procurement functions. He has been associated with the company since twenty-three years. While we support Jigish Mehta’s appointment as Whole-time Director, we do not support the resolution because of the open-ended remuneration structure. There is no clarity or cap on the commission that he is eligible to receive. The resolution allows for payment of commission, without any tangible contours. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, we do not support the resolution. Additionally, the company must disclose the basis on which the performance pay will be made (in terms of targets to be achieved) and disclose if his appointment contract carries malus and clawback clauses."

  19 for3 against
• Appointment of Sunil Dass Mathur (DIN: 02261944) as an Independent Director of the Company.

  ›Against Bank of India Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual FundSunil Mathur, 61, is Managing Director and Chief Executive Officer of Siemens Limited, India. He is a member of the Global Leadership Team of Siemens. He has been associated with Siemens for over thirty-six years. He is the Chairperson of the CII National Committee on Multinational Companies as well as Smart Cities. Public sources indicate that in July 2023 Siemens and Torrent Power have collaborated for developing an EV Charging Network in Ahmedabad. Given the business association of Siemens and Torrent Power, we believe that he must be appointed as a Non-Executive Non-Independent Director. We are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Sundaram Mutual Fund"Sunil Mathur, 61, is Managing Director and Chief Executive Officer of Siemens Limited, India. He is a member of the Global Leadership Team of Siemens. He has been associated with Siemens for over thirty-six years. He is the Chairperson of the CII National Committee on Multinational Companies as well as Smart Cities. Public sources indicate that in July 2023 Siemens and Torrent Power have collaborated for developing an EV Charging Network in Ahmedabad. Given the business association of Siemens and Torrent Power, we believe that he must be appointed as a Non-Executive Non-Independent Director. We are unable to support the resolution."

  19 for3 against

Mutual fund votes, meeting of 18 Jul 2024, 21 fund houses

• Approval of the Scheme of Arrangement involving transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited to Torrent Green Energy Private Limited and their respective shareholders and creditors.MoreLess

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Sale is proposed at Book Value / NAV without considering the fair value.
  • Zerodha Mutual FundSale proposed at book value without considering fair value

  18 for3 against

Mutual fund votes, meeting of 2 May 2024, 21 fund houses

• APPOINTMENT OF APURVA DIWANJI AS AN INDEPENDENT DIRECTOR OF THE COMPANY

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment is compliant with law. Governance Concern: As per SES, Mr. Apurva Diwanji has been considered Non-Independent due to his association with TUV India P. Ltd. (Surveillance Auditor) for last 2 years.
  • Kotak Mahindra Mutual FundThere are no compliance issues in the proposed resolution and no concerns are identified with regard to the profile and merits of the director. However, Mr. Apurva Diwanji is already an Independent Director at TUV India, which is the Surveillance Auditor for the Company. Being an Independent Director at both the companies, he is in a position to influence both the Company and TUV India. This raises a governance concern. An audit process reflects the effectiveness of the internal functioning and process of the Company. The fairness and independence in the audit process are vital for the interests of the stakeholders. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Zerodha Mutual FundCurrently associated with Surveillance Auditors. Lack of clarity regarding pecuniary relationship.

  15 for6 against

Mutual fund votes, meeting of 10 Aug 2023, 16 fund houses

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

• Adoption of the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023, including reports of the Auditor’s and the Board’s Report thereon.

  15 for0 against
• Adoption of the Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023, including report of the Auditor’s thereon.

  15 for0 against
• Confirmation of payment of interim dividend of ₹ 22.00 per equity share and Approval of Final Dividend ₹ 4.00 per equity share for the Financial Year ended March 31, 2023.

  15 for0 against
• Re-appointment of Jinal Mehta (DIN: 02685284), who retires by rotation and being eligible offers himself for reappointment.

  15 for0 against
• Commission to Non-Executive Directors.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundNon-executive directors participate in performance-based incentive schemes.

  14 for1 against
• Ratification of remuneration of M/s. Kirit Mehta & Co., Cost Accountants for FY 2023-24.

  15 for0 against
• Enhancement of Borrowing Limits upto ₹ 25,000 Crore.

  6 for0 against
• Creation of Charges.

  5 for0 against
• Issuance of Non-Convertible Debentures on a private placement basis upto ₹ 3,000 Crore in one or more tranches.

  15 for0 against

Mutual fund votes, meeting of 20 Sep 2022, 14 fund houses

• Appointment of Varun Mehta as Director and Whole-time Director of the Company and fixation of Remuneration

  ›Against Bank of India Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund

  • Bank of India Mutual FundVarun Mehta, 34, is the son of Sudhir Mehta (Chairperson Emeritus) and brother of Jinal Mehta (Managing Director). He currently heads the Distribution License (Ahmedabad, Gandhinagar, Surat, Diu, Daman, Dadra, Nagar Haveli, Dahej and Dholera), Transmission and Cables business. Given the disclosures, we estimate his remuneration over his term to be in a wide range of Rs. 38.4 mn to Rs. 115.2 mn, , which is higher than peers. There is lack of clarity on the performance metrics for variable pay. there is no clarity on the quantum and circumstances under which commission will be paid. There is no cap on the commission component. With his appointment, there are three promoter executive directors and one promoter non-executive director on an eleven-member board: the roles and responsibilities of all promoter directors on the board must be clearly disclosed. The Nomination and Remuneration Committee comprises three members, which includes a tenured independent director and a promoter director, which creates a conflict of interest. We expect the NRC to comprise only non-tenured independent directors.
  • Kotak Mahindra Mutual FundVarun Mehta, 34 is currently the Whole-Time Director of the Company. He has over 10 years of experience within the company. He has worked across various business segments. Specifically he has worked under the renewable business and was responsible to set up the initial set of renewable energy projects. While we support his appointment as an Whole-Time Director. The remuneration proposed to be paid is close to an 300% increase from his earlier remuneration. The company has not provided reasonable rationale a higher percentage increase in remuneration. Also the age and lack of industry experience is not comparable to the proposed remuneration, hence voting .
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo absolute cap on remuneration
  • NJ Mutual FundCompliant with law. Governance Concern: Preferential treatment is granted to the Promoter ED and no absolute cap on remuneration.

  9 for5 against

Mutual fund votes, meeting of 8 Aug 2022, 14 fund houses

• Adoption of the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2022, including reports of the Auditor’s and the Board’s Report thereon.

  14 for0 against
• Adoption of the Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022, including report of the Auditor’s thereon.

  14 for0 against
• Confirmation of payment of interim dividend of ₹ 9.00 per equity share as the Final Dividend for the Financial Year ended March 31, 2022.

  14 for0 against
• Re-appointment of Samir Mehta (DIN: 00061903), who retires by rotation and being eligible offers himself for re-appointment.

  14 for0 against
• Re-appointment of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants as Statutory Auditor of the Company.

  14 for0 against
• Appointment of Mamta Verma, IAS (DIN: 01854315) as Director of the Company.

  14 for0 against
• Re-appointment of Samir Mehta (DIN: 00061903) as Chairman of the Company for a period of 5 years w.e.f. April 01, 2023.

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund

  • Bank of India Mutual FundAlthough we support Samir Mehta’s reappointment, there is no clarity on his proposed remuneration. In the past, his remuneration has been in the form of commission alone and has aggregated Rs. 100 mn over the past four years in his capacity as Executive Chairperson. Samir Mehta holds an executive position in Torrent Pharmaceuticals Limited from where he received additional remuneration, which aggregated Rs. 200 mn in FY22. In absence of any remuneration structure and no disclosures of an absolute cap on the commission, we are unable to make an informed decision with respect to Samir Mehta’s proposed remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundConsidering time commitment due to two full time position
  • NJ Mutual FundGovernance concern: Holding 2 full time positions in companies not having Holding-Subsidiary relation. Combined position of Executive Chairperson

  9 for5 against
• Re-appointment of Jinal Mehta (DIN: 02685284) as Managing Director of the Company for a period of 5 years w.e.f. April 01, 2023.

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund

  • Bank of India Mutual FundJinal Mehta, 39, is part of the promoter family. We estimate Jinal Mehta’s remuneration in the range of Rs. 184.4 mn to 209.4 mn for FY24, which is high for the size of business. Jinal Mehta’s annual increase in remuneration has outpaced median employee growth every year since FY19: his FY22 remuneration was 315.3x the median employee remuneration. His remuneration structure includes a commission component which has remained constant over the last four years – notwithstanding, over 80% of his remuneration has been fixed in nature. Further, he has received an annual hike in his fixed pay: thus, there is no alignment with the company’s performance.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundRemuneration is high
  • NJ Mutual FundCompliant with law. Governance concern: Excessive remuneration

  9 for5 against
• Ratification of remuneration of M/s. Kirit Mehta & Co., Cost Auditors for FY 2022-23.

  14 for0 against
• Appointment of Radhika Haribhakti (DIN: 02409519) as an Independent Director of the Company for a term of 5 consecutive years commencing from August 07, 2021 till August 06, 2026 (both days inclusive).MoreLess

  ›Against Kotak Mahindra Mutual Fund

  • Kotak Mahindra Mutual FundRadhika Vijay Haribhakti, 62 is currently Head at RH Financial, a boutique Advisory Firm focused on M & A and Private Equity. She has over three decades of experience in Commercial and Investment Banking. However, Radhika Vijay Haribhakti has directorships in eight companies and as Independent Director in over seven listed entities. Therefore, her high number of directorships on listed companies are not in keeping with the spirit of the regulation.

  13 for1 against
• Appointment of Ketan Dalal (DIN: 00003236) as an Independent Director of the Company for a term of 5 consecutive years commencing from May 11, 2022 till May 10, 2027 (both days inclusive).

  14 for0 against
• Issuance of Non-Convertible Debentures on a private placement basis upto ₹ 2,000 Crore in one or more tranches

  14 for0 against