Uniparts India CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 22 Sep 2025, 2 fund houses

• 1(a)- Adoption of the Audited Financial Statement of the Company for the financial year ended March 31, 2025 and the Reports of the Board of Directors and Auditors thereon.

  2 for0 against
• 1(b)- Adoption of the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2025 and the report of the Auditors thereon.

  2 for0 against
• 2(a)- Confirmation of first Interim Dividend for FY 2024-25 of Rs. 6.75 per equity share of face value of Rs. 10/- each.

  2 for0 against
• 2(b)- Confirmation of Second Interim Dividend for FY 2024-25 of Rs. 7.50 per equity share of face value of Rs. 10/- each.

  2 for0 against
• 3- Appointment of Mr. Paramjit Singh Soni (DIN:00011616), Executive Director, who retires by Rotation and being eligible, offers himself for re-appointment as a Director.

  2 for0 against
• 4- Ratification of the remuneration payable to M/s Vijender Sharma & Co., Cost Auditors, for the Financial Year 2025-26.

  2 for0 against
• Appointment of M/s Sanjay Grover & Associates, Company Secretaries, as Secretarial Auditors of the Company.

  2 for0 against
• Re-appointment of Ms. Celine George (DIN: 02563846) as Non-Executive Independent Director of the Company.

  2 for0 against

Mutual fund votes, meeting of 3 Jan 2025, 2 fund houses

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

• To approve appointment of Ms. Tanushree Bagrodia (DIN: 06965596) as a Whole Time Director of the Company.

  ›Against Taurus Mutual Fund

  • Taurus Mutual FundMs. Tanushree Bagrodia, 46, is being appointed as the Whole-time Director designated as Group Chief Operating Officer. For FY25, she is eligible for salary, perquisites and allowances aggregating Rs. 29.7 mn. However, we are unable to estimate her total remuneration for FY25 and over her proposed tenure as she is entitled to receive stock options which are at the discretion of the NRC. For the stock options there is no guidance provided, nor is there an absolute cap. The remuneration terms, therefore, are open-ended: the company must cap overall remuneration in absolute amounts and disclose the quantum of stock options that she is eligible to receive, including the performance metrics which determine such variable pay. While we support her appointment as Whole-time Director, due to lack of adequate disclosures, we are unable to ascertain her aggregate remuneration and hence do not support the resolution.

  1 for1 against
• To give loans, inter corporate deposits, give guarantees in connection with loans made by any person or body corporate and acquire by way of subscription, purchase or otherwise the securities of any other body corporate in excess of the limits prescribed in Section 186 of the Companies Act 2013.MoreLess

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundThis is an enabling approval, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. Further, the company has not articulated in the notice the granular details of its business plan to justify the transaction limit sought. In the absence of these disclosures, we are unable to support this resolution

  0 for1 against

Mutual fund votes, meeting of 20 Sep 2024, 5 fund houses

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

• 1(a) - Adoption of the Audited Financial Statement of the Company for the financial year ended March 31, 2024 and the Reports of the Board of Directors and Auditors thereon.

  4 for0 against
• 1(b) - Adoption of the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2024 and the report of the Auditors thereon.

  4 for0 against
• 2(a) - Confirmation of first Interim Dividend of Rs. 8 per equity share of face value of Rs. 10/- each.

  4 for0 against
• 2(b) - Confirmation of Second Interim Dividend of Rs. 6 per equity share of face value of Rs. 10/- each.

  4 for0 against
• 3 - Appointment of Mr. Herbert Klaus Coenen (DIN:00916001), Non-Executive Director, who retires by Rotation as a Director.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Remuneration exceeds 50% of total NED remuneration, however, shareholders’ approval via Special resolution not sought in this regard.

  2 for2 against
• 4 - Approval for appointment of Mr. Ajaya Chand (DIN:02334456) as Non-Executive Independent Director of the Company.

  4 for0 against
• 5 - Approval for the remuneration payable to M/s Vijender Sharma & Co., Cost Auditors, for the Financial Year 2024-25.

  4 for0 against

Mutual fund votes, meeting of 21 Apr 2024, 5 fund houses

• Appointment of Mr. Parmeet Singh Kalra (DIN: 06928230) as an Independent Director of the Company

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

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Proposed term will lead to prolonged association with the Group.
  • Taurus Mutual FundParmeet Singh Kalra, 69, has over 47 years of experience across various sectors, including construction, mining and industrial equipment sales. He has spent over two decades in senior management roles at Ingersoll Rand India Private Limited. Currently, he is involved in entrepreneurial ventures and has a dealership of Kobelco Construction Equipment India Private Limited for distribution of construction equipment. We understand from public sources that Kobelco is a customer of Uniparts India Limited. Given the potential conflict of interest, we do not support his appointment. Further, he has been a director on the board of Gripwel Fasteners Private Limited, a wholly owned subsidiary of Uniparts India Limited, since March 2015. We will consider his overall association with Uniparts Group while considering his tenure. Given his association of more than 9 years with the group, we do not support his appointment as an Independent Director.

  2 for3 against

Mutual fund votes, meeting of 9 Jan 2024, 6 fund houses

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

• To appoint Ms. Celine George (DIN: 02563846) as an Independent Director of the Company

  6 for0 against
• To re-appoint Mr. Gurdeep Soni as Managing Director of the Company

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

  • Groww Mutual Fund, Motilal Oswal Mutual FundAppointment is compliant with law. Governance Concern: Combined position as Chairman & Managing Director may lead to concentration of power in the hand of single person.
  • Invesco Mutual FundAs per Gurdeep Soni’s current terms of remuneration, he will not draw any remuneration from the listed entity and will draw remuneration from Gripwel Fasteners Pvt. Ltd (GFPL), a wholly owned subsidiary. Given his past remuneration trends from GFPL, we estimate his annual remuneration from GFPL to be Rs. 35.9 mn. While this in line given the size of the group and the complexity of their operations, we believe that this structure of paying remuneration via a subsidiary is not a good practice as it deprives shareholders of the opportunity to vote on the remuneration from the subsidiary. The company must provide granular disclosures on the remuneration to be received from the subsidiary, and seek shareholder approval for his aggregate compensation, including that paid from the subsidiary. Through this resolution, the company also seeks approval for his continuation on the board post his attaining 70 years of age. We do not consider age to be an eligibility criterion for board membership. However, we do not support his remuneration structure and hence cannot support his resolution

  2 for3 against
• To approve ‘Uniparts India Limited – Employee Stock Option Scheme 2023’

  ›Against HDFC Mutual Fund, Invesco Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundAs per the scheme, the company proposes to issue 902,675 equity shares to employees of the company. The scheme will be implemented directly by the company through the primary issue of fresh equity shares. The exercise price will be at the discretion of the NRC, but the discount shall not be greater than 25% of the market price as on the date of grant. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees

  3 for2 against
• To approve grant of employee stock options to the eligible employees of subsidiary company(ies) of the Company under ‘Uniparts India Limited – Employee Stock Option Scheme 2023’

  ›Against HDFC Mutual Fund, Invesco Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundOur views on this resolution are linked to our views on resolution #3

  3 for2 against
• To approve of grant of employee stock option equal or more than 1% of Issued Capital to the identified employees

  ›Against Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Company has not disclosed details of identified employees for the grant of >1% of paid-up capital
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundThere is no clarity on the employees to whom these ESOPs may be granted and there is no clarity on the quantum of such ESOPs. Further, our recommendation is linked to our views on resolution #3.

  1 for4 against
• To approve ratification and amendment of the ‘Uniparts Employee Stock Option Plan 2007’

  ›Against Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Lack of clarity in the Scheme w.r.t Exercise Price or Pricing Formula
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundAs per the scheme, the company proposes to issue 23,921 equity shares to employees. The scheme will be implemented via the trust route and issue of forfeited equity shares which were issued in the scheme pre-listing. The exercise price will be at the discretion of the NRC but shall not be less than the face value of Rs. 10.0. We do not favour ESOP schemes where options are granted at a significant discount to the market price (~98% in this case) or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. Further, through this resolution, the company proposes to reduce the exercise period from 15 years to three years from date of vesting under the Plan. Since we do not support the ESOP 2007 scheme, we cannot support the amendments to the scheme

  1 for4 against
• To approve ratification of grant of employee stock options to the employees of Subsidiary Company(ies) of the Company under ‘Uniparts Employee Stock Option Plan 2007’

  ›Against Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Lack of clarity in the Scheme w.r.t Exercise Price or Pricing Formula
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundOur view on this resolution is linked to our views on resolution #6

  1 for4 against

Mutual fund votes, meeting of 15 Sep 2023, 7 fund houses

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

• Resolution no. 1(a) - Adoption of the Audited Financial Statement of the Company for the financial year ended March 31, 2023 and the Reports of the Board of Directors and Auditors thereon.

  4 for0 against
• Resolution no. 1(b) -Adoption of the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2023 and the report of the Auditors thereon.

  3 for0 against
• Resolution no. 2(a) -Confirmation of first Interim Dividend of Rs. 8.25 per equity share of face value of Rs. 10/- each.

  2 for0 against
• Resolution no. 2(b) -Confirmation of Second Interim Dividend of Rs. 6 per equity share of face value of Rs. 10/- each.

  5 for0 against
• Resoluton no. 3 - Appointment of Mr. Paramjit Singh Soni (DIN: 00011616), a Director retiring by rotation.

  6 for0 against
• Resolution no. 4 - Approval for remuneration payable to M/s. Vijender Sharma & Co. for the financial year 2023-24.

  6 for0 against
• Resolution no. 5 - Approval for payment of remuneration to Non-Executive Independent Directors by way of commission.

  ›Against Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Invesco Mutual FundThe company proposes to pay commission to its Independent Directors up to 0.25% of net profits from FY24 onwards. The company in the past has not paid any commission to its Independent Directors. The proposed quantum of commission payable to non-executive directors is reasonable and in line with market practices. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution
  • Mahindra Manulife Mutual FundThe company proposes to pay commission to its Independent Directors up to 0.25% of net profits from FY24 onwards. The company in the past has not paid any commission to its Independent Directors. The proposed quantum of commission payable to non-executive directors is reasonable and in line with market practices. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on proposed payment of commission; Perpetual Approval.
  • Nippon India Mutual FundPerpetual approval, hence not approved

  2 for4 against
• Resolution no. 6- Determination of the fees for delivery of any document through a particular mode of delivery to the member(s) of the Company.

  6 for0 against