UNO Minda MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 8 Aug 2025, 32 fund houses

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

• To receive, consider and adopt the audited standalone financial statements and audited consolidated financial statements of the Company for the financial year ended on 31 March 2025 and the Reports of Board of Directors and Auditors thereonMoreLess

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

  • Angel One Mutual FundThe Company has not disclosed financial statements of all subsidiaries for FY 2024-25 on its website.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundUnqualified financial statements (except certain non-material remarks identified in CARO report). Non-Compliant with Companies Act, 2013 & SEBI LODR Regulations: The Company has not disclosed financial statements of all subsidiaries for FY 2024-25 on its website.

  26 for6 against
• To declare final dividend of Rs. 1.50/- per equity share (i.e. 75.00 %) and to approve an interim dividend of Rs. 0.75 per equity share (i.e. @ 37.50% (already paid) for the financial year ended 31 March 2025.MoreLess

  32 for0 against
• To appoint a Director in place of Mr. Vivek Jindal (DIN: 01074542), who retires by rotation and being eligible, offers himself for re-appointment.

  32 for0 against
• To Appoint M/s DPV & Associates LLP, Practicing Company Secretaries as the Secretarial Auditors of the Company

  32 for0 against
• To ratify the remuneration of M/s. Jitender Navneet & Co., Cost Accountants, the cost auditors of the company

  32 for0 against
• To approve the raising of funds of upto Rupees 2500 Crores through issue of securities in one or more tranches.

  30 for0 against
• To appoint auditor for the branch office(s) of the Company.

  30 for0 against

Mutual fund votes, meeting of 9 May 2025, 31 fund houses

• To approve re-designation and appointment of Mr. Nirmal K Minda (DIN: 00014942) as Executive Chairman (Executive Director) of the Company

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Combined position of Chairman and Executive Director; Disparity in remuneration practice between promoter and non-promoter ED
  • Angel One Mutual FundGovernance concern: As a good governance practice, the Company should have separated the position of chairman from the executive position as holding such positions by any person may lead to concentration of powers in the hands of single person; Disparity in remuneration practice between promoter and non-promoter Executive Director.
  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundNirmal K. Minda, 67, is the promoter of the company and the Chairperson and Managing Director. He has been on the board since 16 September 1992. He has attended nine out of ten board meetings in FY25 (90%). He received a remuneration of Rs. 333.2 mn in FY24 (including remuneration from subsidiaries) – based on annual report disclosures. His FY25 pay has not been disclosed: we estimate it at Rs. 348.6 mn. The proposed remuneration for his residual term as Executive Chairperson is estimated at Rs. 394.8 mn, which is high for the size of the company and not comparable with industry peers. The Nomination and Remuneration Committee must disclose how it has benchmarked the proposed remuneration. Nirmal Minda’s remuneration terms include reimbursement of medical expenses for self and family without a maximum cap – a perquisite not afforded to other executive directors. We believe these expenses are personal in nature and should be borne by the directors themselves and not by the company. There is no clarity on the terms of remuneration from Uno Minda’s 51% subsidiary, Uno Mindarika Private Limited. It is unclear whether the terms of the proposed remuneration have malus and clawback provisions. There are no disclosures on the performance metrics that will determine his commission payout. Therefore, while we support Nirmal Minda’s appointment as Executive Chairperson, we are unable to support the proposed resolution. We also raise concern at the discrepancy between the annual report disclosures and the postal ballot notice on the quantum of Nirmal Minda’s FY24 remuneration. At the time of Nirmal Minda’s last reappointment via the March 2023 postal ballot, more than half the minority investors did not support the resolution and it was carried because promoters voted their shareholding – the board must disclose if it has engaged with the company’s investors to understand the reasons for this push-back and if it has addressed these concerns.
  • Baroda BNP Paribas Mutual FundCompliant with law. However, Mr. Nirmal Minda is proposed for the Chairman and Executive Director position. This may lead to concentration of powers in the hands of single person.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: There are no disclosures on the threshold and target performance that he needs to achieve, to determine the commission element. The company has not specified the increments Nirmal Minda would receive, and the board retains discretion to decide pay outcomes for the same. His estimated pay is deemed to be aggressively positioned when compared to peers of similar size and scale of operations.
  • Invesco Mutual FundNirmal K. Minda, 67, is the promoter of the company and the Chairperson and Managing Director. He has been on the board since 16 September 1992. He has attended nine out of ten board meetings in FY25 (90%). He received a remuneration of Rs. 333.2 mn in FY24 (including remuneration from subsidiaries) – based on annual report disclosures. His FY25 pay has not been disclosed: we estimate it at Rs. 348.6 mn. The proposed remuneration for his residual term as Executive Chairperson is estimated at Rs. 394.8 mn, which is high for the size of the company and not comparable with industry peers. The Nomination and Remuneration Committee must disclose how it has benchmarked the proposed remuneration. Nirmal Minda’s remuneration terms include reimbursement of medical expenses for self and family without a maximum cap – a perquisite not afforded to other executive directors. We believe these expenses are personal in nature and should be borne by the directors themselves and not by the company. There is no clarity on the terms of remuneration from Uno Minda’s 51% subsidiary, Uno Mindarika Private Limited. It is unclear whether the terms of the proposed remuneration have malus and clawback provisions. There are no disclosures on the performance metrics that will determine his commission payout. Therefore, while we support Nirmal Minda’s appointment as Executive Chairperson, we are unable to support the proposed resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
  • UTI Mutual FundNirmal K. Minda, 67, is the promoter of the company and the Chairperson and Managing Director. He has been on the board since 16 September 1992. He has attended nine out of ten board meetings in FY25 (90%). He received a remuneration of Rs. 333.2 mn in FY24 (including remuneration from subsidiaries) – based on annual report disclosures. His FY25 pay is estimated at Rs. 348.6 mn. The proposed remuneration for his residual term as Executive Chairperson is estimated at Rs. 394.8 mn, which is high for the size of the company and not comparable with industry peers. The Nomination and Remuneration Committee must disclose how it has benchmarked the proposed remuneration. There is no clarity on the terms of remuneration from Uno Minda’s 51% subsidiary, Uno Mindarika Private Limited. It is unclear whether the terms of the proposed remuneration have malus and clawback provisions. There are no disclosures on the performance metrics that will determine his commission payout. Therefore, while we support Nirmal Minda’s appointment as Executive Chairperson, we are unable to support the proposed resolution.

  15 for16 against
• To approve the re-designation and appointment of Mr. Ravi Mehra (DIN: 01651911) as Managing Director of the Company

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

  • Bank of India Mutual Fund, Invesco Mutual FundRavi Mehra, 63, is a Whole time Director of the company. He has been associated with the company since 1995 and has been on the board since 1 April 2021. He has attended nine out of ten board meetings in FY25 (90%). He received a remuneration of Rs. 60.5 mn in FY24. His remuneration for FY25 aggregated Rs. 71.0 mn, not including stock option grants. We are unable to estimate the proposed remuneration because there is no disclosure on the quantum of proposed stock option grants during the proposed tenure as Managing Director. It is unclear whether his terms have a malus and clawback provision. There are no disclosures on the performance metrics that will determine his commission payout. The Nomination and Remuneration Committee must disclose how it has benchmarked Ravi Mehra’s proposed remuneration. Therefore, while we support Ravi Mehra’s redesignation as Managing Director, we are unable to support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  28 for3 against
• To approve the appointment of Ms. Paridhi Minda (DIN: 00227250) as a Director in the category of Non-Executive Director of the Company

  31 for0 against
• To approve the appointment of Ms. Pallak Minda (DIN: 07991658) as a Director in the category of Non-Executive Director of the Company

  31 for0 against
• To approve the appointment of Mr. Shekar Viswanathan (DIN: 01202587) as a Non-Executive Independent Director of the Company

  31 for0 against
• To approve the appointment of Mr. Abhay Damle (DIN: 06845673) as a Non-Executive Independent Director of the Company

  31 for0 against
• To approve the 'Uno Minda Employee Stock Option Scheme 2025' or 'Uno Minda ESOS-2025'’

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundAbsolute Discretion to Nomination and Remuneration Committee to determine Exercise Price. Governance Concern:Provision of accelerated vesting period.
  • Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNon-Compliant under SEBI SBEB Regulations: Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Provision of accelerated vesting period
  • HDFC Mutual FundExercise price of the ESOP is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because the scheme permits stock options to be issued with an exercise price at a discount to the current market price. The aggregate dilution pursuant to the proposed scheme is deemed high.
  • LIC Mutual FundConcerns over lack of clarity on pricing of stock options.

  20 for11 against
• To approve the grant of stock options to the Employee(s) of the group company(ies) including Subsidiary Company(ies), Associate(s) and Joint Venture(s) of the Company under 'Uno Minda Employee Stock Option Scheme 2025'’or 'Uno Minda ESOS-2025'’MoreLess

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, UTI Mutual FundThe company proposes to extend its ESOP schemes to employees of group companies including subsidiaries, associates and joint ventures. We do not support the extension of ESOP schemes to employees of group companies including associate and joint venture companies. We do not support this resolution.
  • Angel One Mutual Fund, Baroda BNP Paribas Mutual FundTransparency Concern: Benefit extended to Associate Joint Venture Companies without justification or cost reimbursement provision.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundInter-linked with Resolution #7. Transparency Concern: Benefit extended to Associate Joint Venture Companies without justification or cost reimbursement provision.
  • HDFC Mutual FundExercise price of the ESOP is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because the scheme permits stock options to be issued with an exercise price at a discount to the current market price. The aggregate dilution pursuant to the proposed scheme is deemed high.
  • LIC Mutual FundConcerns over lack of clarity on pricing of stock options.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLack of Clarity

  12 for19 against

Mutual fund votes, meeting of 18 Oct 2024, 26 fund houses

• To approve the appointment of Dr. Sandhya Shekhar (DIN: 06986369) as a Non-Executive, Independent Director of the Company.

  26 for0 against

Mutual fund votes, meeting of 27 Aug 2024, 24 fund houses

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

• To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2024 and the Reports of Board of Directors and Auditors thereon.MoreLess

  24 for0 against
• To declare final dividend of Rs. 1.35/- per equity share and to approve an interim dividend of Rs. 0.65 per equity share (already paid) for the financial year ended 31 March, 2024

  24 for0 against
• To appoint a Director in place of Mr. Anand Kumar Minda (DIN: 00007964), who retires by rotation and being eligible, offers himself for re-appointment

  24 for0 against
• To appoint a Director in place of Mr. Vivek Jindal (DIN: 01074542), who retires by rotation and being eligible, offers himself for re-appointment

  24 for0 against
• To ratify the remuneration of M/s. Jitender Navneet & Co., Cost Accountants, the Cost Auditors of the company

  24 for0 against
• To approve the raising of funds of upto Rs. 2000 Crores through issue of securities in one or more tranches.

  22 for0 against
• To appoint Auditor for the Branch Office(s) of the Company

  22 for0 against

Mutual fund votes, meeting of 8 Jun 2024, 25 fund houses

• To approve the appointment of Mr. Vivek Jindal (DIN-01074542) as a Whole Time Director of the Company and to fix his remuneration for a period of 3 (three) years w.e.f. 01 April, 2024.

  25 for0 against