Vedanta MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 7 May 2026, 39 fund houses

• To consider and appoint Mr. S.V. Murali Dhar Rao (DIN: 11003912) as a Non-Executive Independent Director of the Company for a first term of one (1) year, commencing from April 01, 2026 up to March 31, 2027MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, The Wealth Company Mutual Fund, Unifi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundGovernance Concern: No justification provided by the Company for appointment of proposed appointee as an Independent Director for a period of only one year. Transparency Concern: Lack of clarity regarding the nature of the pecuniary relationship between the proposed appointee and the Company, based on the relationship identified through the law firm.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of the proposed appointee. Governance Concern: No justification provided by the Company for appointment of proposed appointee as an Independent Director for a period of only one year. Transparency Concern: Lack of clarity regarding the nature of the pecuniary relationship between the proposed appointee and the Company, based on the relationship identified through the law firm.
  • Motilal Oswal Mutual FundAppointment only for one year; Lack of clarity on pecuniary relationship with the Company.
  • PPFAS Mutual FundAppointment only for one year; Lack of clarity on pecuniary relationship with the Company
  • Unifi Mutual FundS.V. Murali Dhar Rao, 61, is former Executive Director of Securities & Exchange Board of India (SEBI) and has over thirty years of experience in regulating and developing securities market. He joined SEBI in June 1992 and was appointed as Executive Director in July 2012. He superannuated from SEBI in January 2025. Currently, he is senior consultant with Khaitan & Co. While his appointment as Independent Director is in line with statutory requirements, we understand from public sources that Khaitan & Co was the legal advisor to Vedanta Resources Finance II plc in relation to the guaranteed senior bonds issued in October 2025. Given the potential conflict of interest, we do not consider S.V. Murali Dhar Rao to be truly independent. We do not support the appointment of S.V. Murali Dhar Rao as an Independent Director.

  29 for10 against

Mutual fund votes, meeting of 10 Jul 2025, 31 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 of the Company for the financial year ended 31 March 2025, and the reports of the Board of Directors and Auditors thereon

  31 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March 2025, and the report of the Auditors thereon

  31 for0 against
• To confirm the interim dividend(s) for the financial year ended 31 March 2025

  31 for0 against
• To re-appoint Ms. Priya Agarwal Hebbar (DIN: 05162177), who retires by rotation and being eligible, offers herself for re-appointment, as a Director

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board independence norms are not met and Priya Agarwal Hebbar is a non-independent director nominee.
  • HSBC Mutual FundThe nominee is not considered independent and the overall board independence falls below our expectation.

  29 for2 against
• To consider and approve the re-appointment of Mr. Arun Misra (DIN: 01835605) as an Executive Director of the Company effective from 01 June 2025 to 31 May 2026

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundArun Misra was paid a total remuneration of Rs. 199.1 mn in FY25 from Hindustan Zinc Limited, including fair value of stock options from Vedanta Limited: HZL does not have a stock option scheme. As per his current terms of remuneration, we estimate his annual remuneration from Hindustan Zinc Limited to be Rs. 308.5 mn, including fair value of stock options from Vedanta Limited. While his total remuneration will be commensurate with the consolidated operations of Vedanta Limited as well as Hindustan Zinc Limited, we believe that shareholders of each of the listed companies must have a say in his remuneration levels from the respective companies. In this case, shareholders of Vedanta Limited will not be able to vote on Arun Misra’s remuneration payout from Hindustan Zinc Limited. Hence, this may not align with the interest of one set of shareholders. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: • The board independence norms are not met and Arun Misra is a non-executive director nominee. • He is executive in two large listed companies. This may make it challenging for a director to devote adequate time to the affairs of each company.
  • HSBC Mutual FundThe nominee is not considered independent and the overall board independence falls below our expectation.
  • Invesco Mutual FundArun Misra was paid a total remuneration of Rs. 199.1 mn in FY25 from Hindustan Zinc Limited, including fair value of stock options from Vedanta Limited: HZL does not have a stock option scheme. As per his current terms of remuneration, we estimate his annual remuneration from Hindustan Zinc Limited to be Rs. 308.5 mn, including fair value of stock options from Vedanta Limited. While his total remuneration will be commensurate with the consolidated operations of Vedanta Limited as well as Hindustan Zinc Limited, we believe that shareholders of each of the listed companies must have a say in his remuneration levels from the respective companies. In this case, shareholders of Vedanta Limited will not be able to vote on Arun Misra’s remuneration payout from Hindustan Zinc Limited. Hence, this may not align with the interest of one set of shareholders. We do not support this resolution

  26 for5 against
• To consider and approve the appointment of M/s Sanjay Grover & Associates, Practising Company Secretaries as Secretarial Auditor of the Company effective from 01 April 2025 to 31 March 2030

  31 for0 against
• To ratify the remuneration of Cost Auditors for the financial year ending 31 March 2026

  27 for0 against
• To approve entering into Material Related Party Transaction with Sterlite Electric Limited (formerly known as Sterlite Power Transmission Limited) (“SEL”), a fellow subsidiary of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundOmnibus approval sought for more than one year. Transparency concern: It is unclear how proposed transactions relating to sale of fixed assets fall within the ordinary course of business.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNon-compliance: Omnibus approval sought for more than 1 year. Transparency concern: It is unclear how proposed transactions relating to sale of fixed assets fall within the ordinary course of business.
  • Kotak Mahindra Mutual FundSEL is a fellow subsidiary of Vedanta Limited, with Vedanta Limited holding 1.52%. Vedanta Incorporated (erstwhile Volcan Investments Limited) effectively holds ~59.40% equity of SEL. As stated in STPL DHRP, the company is dependent on Vedanta as a supplier of aluminum for the manufacture of its conductors which are used in its solutions (products) and convergence business. SPTL has a manufacturing facility for conductors in Jharsuguda and due to its proximity to Vedanta s aluminium facility, hot metal is sold by Vedanta to SPTL. This arrangement is beneficial to Vedanta since it is able to save on casting and logistics costs, resulting in optimal use of resources and margin realisations. Further, we note that the ~98% of the estimated forecast of RPT transaction value is from sales of goods (primarily aluminium). The transactions expected to be carried out over three years are in the ordinary course of business and at arm s length. The Company is seeking shareholders omnibus approval for 3 years which is not compliant under law. Hence we are voting against.
  • LIC Mutual FundConcern Over: Omnibus approval sought for more than 1 year, & Transparency concern: It is unclear how proposed transactions relating to sale of fixed assets fall within the ordinary course of business.
  • PPFAS Mutual FundOmnibus approval sought for more than 1 year; it is unclear how proposed transactions relating to sale of fixed assets fall within the ordinary course of business.

  22 for9 against
• To approve entering into Material Related Party Transaction with ESL Steel Limited (“ESL”), a subsidiary of the Company

  31 for0 against

Mutual fund votes, meeting of 2 Apr 2025, 28 fund houses

• Appointment of Mr. Rajarangamani Gopalan (DIN: 01624555) as a Non-Executive Independent Director of the Company for a first term of 2 (two) years effective from February 05, 2025 to February 04, 2027

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundGovernance concern in previous capacity. Transparency Concern: The Appointee has held a role in an advisory capacity in the Company and no clarity w.r.t. the termination of his association as an Advisory Board member.
  • Axis Mutual FundR Gopalan, 72, is a retired IAS Officer. He was a member of the Public Enterprises Selection Board and was Secretary, Department of Economic Affairs. He has served as Chairperson and Managing Director (CMD) of Tamilnadu Newsprints and Papers Ltd, Managing Director of Tamilnadu Agro Industries Corporation Ltd and Joint MD of Tamilnadu Dairy Development Federation Ltd. R Gopalan has been an Independent Director and Chairperson of the board of Zee Entertainment Enterprises Ltd (ZEEL) since November 2019, and a member of its Audit Committee since 2020. During his tenure on the board, ZEEL’s proposed merger with the Sony Entertainment group did not go through. ZEEL’s FY23 profits before taxes declined by ~69% to Rs. 4.7 bn in FY23 (in comparison to FY22 profits), of which write-offs and provisions aggregated Rs. 3.4 bn. Further, during his term as Chairperson, Punit Goenka’s remuneration increased from Rs. 131.7 mn in FY21 to Rs 411.0 mn in FY22 before falling marginally to Rs. 350.7 mn in FY23. In the November 2024 AGM, the shareholders rejected Punit Goenka’s reappointment as Director. However, even before the results were announced, Punit Goenka resigned in his capacity as Managing Director but continued to stay with the company as the Chief Executive Officer (not on the board). As Chairperson of the board and as a member of the Nomination and Remuneration Committee, we believe that R Gopalan has failed in his duties by allowing Punit Goenka to continue in an executive capacity as CEO and draw high remuneration. Despite the number of events that have plagued ZEEL, the board has allowed the company’s promoters to remain in charge. Given the corporate governance failures that lace his past, we do not support his appointment.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundTransparency Concern: The Appointee has held a role in an advisory capacity in the Company and no clarity w.r.t. the termination of his association as an Advisory Board member.
  • Bank of India Mutual Fund, Navi Mutual FundR Gopalan, 72, is a retired IAS Officer. He was a member of the Public Enterprises Selection Board and was Secretary, Department of Economic Affairs. He has served as Chairperson and Managing Director (CMD) of Tamilnadu Newsprints and Papers Ltd, Managing Director of Tamilnadu Agro Industries Corporation Ltd and Joint MD of Tamilnadu Dairy Development Federation Ltd. R Gopalan has been an Independent Director and Chairperson of the board of Zee Entertainment Enterprises Ltd (ZEEL) since November 2019, and a member of its Audit Committee since 2020. During his tenure on the board, ZEEL’s proposed merger with the Sony Entertainment group did not go through. ZEEL’s FY23 profits before taxes declined by ~69% to Rs. 4.7 bn in FY23 (in comparison to FY22 profits), of which write-offs and provisions aggregated Rs. 3.4 bn.Further, during his term as Chairperson, Punit Goenka’s remuneration increased from Rs. 131.7 mn in FY21 to Rs 411.0 mn in FY22 before falling marginally to Rs. 350.7 mn in FY23. In the November 2024 AGM, the shareholders rejected Punit Goenka’s reappointment as Director. However, even before the results were announced, Punit Goenka resigned in his capacity as Managing Director but continued to stay with the company as the Chief Executive Officer (not on the board).As Chairperson of the board and as a member of the Nomination and Remuneration Committee, we believe that R Gopalan has failed in his duties by allowing Punit Goenka to continue in an executive capacity as CEO and draw high remuneration. Despite the number of events that have plagued ZEEL, the board has allowed the company’s promoters to remain in charge. Given the corporate governance failures that lace his past, we do not support his appointment.
  • HDFC Mutual FundMr. R Gopalan, 72, is a retired IAS Officer. He had a past association with Vedanta Resources as an advisory role in the company which may be a conflict of interest. We do not support the resolution.
  • ICICI Prudential Mutual FundWhile Mr. Rajarangamani Gopalan possesses necessary qualification, as Chairperson of the Zee Entertainment Enterprises Ltd’s board and as a member of its Nomination and Remuneration Committee, the AMC has voted against the resolution as there is inadequate disclosure of past directorship.
  • Invesco Mutual FundR Gopalan, 72, is a retired IAS Officer and was a member of the Public Enterprises Selection Board and was Secretary, Department of Economic Affairs. He has been an Independent Director and Chairperson of the board of Zee Entertainment Enterprises Ltd (ZEEL) since November 2019, and a member of its Audit Committee since 2020. ZEEL’s FY23 profits before taxes declined by ~69% to Rs. 4.7 bn in FY23 (in comparison to FY22 profits), of which write-offs and provisions aggregated Rs. 3.4 bn. Further, during his term as Chairperson, Punit Goenka’s remuneration increased from Rs. 131.7 mn in FY21 to Rs. 411.0 mn in FY22 before falling marginally to Rs. 350.7 mn in FY23. In the November 2024 AGM, the shareholders rejected Punit Goenka’s reappointment as Director. However, even before the results were announced, Punit Goenka resigned in his capacity as Managing Director but continued to stay with the company as the Chief Executive Officer (not on the board). As Chairperson of the board and as a member of the Nomination and Remuneration Committee, we believe that R Gopalan has failed in his duties by allowing Punit Goenka to continue in an executive capacity as CEO and draw high remuneration. Despite the number of events that have plagued ZEEL, the board has allowed the company’s promoters to remain in charge. Given the corporate governance failures that lace his past, we do not support his appointment
  • Kotak Mahindra Mutual FundMr. Rajarangamani Gopalan has previously held an advisory role with Vedanta Resources Ltd (VRL), the parent company of Vedanta Ltd. No details have been provided regarding the termination of his association as an Advisory Board member. Based on transparency concerns, voting against.
  • Mirae Asset Mutual FundGoing by advisory recommendation, which suggested to vote against given past track record might not have been in the best interest of minority shareholders
  • Nippon India Mutual FundLack of Clarity
  • PPFAS Mutual FundInadequate disclosed w.r.t past association in the Company
  • Sundaram Mutual Fund"R Gopalan, 72, is a retired IAS Officer. He was a member of the Public Enterprises Selection Board and was Secretary, Department of Economic Affairs. He has served as Chairperson and Managing Director (CMD) of Tamilnadu Newsprints and Papers Ltd, Managing Director of Tamilnadu Agro Industries Corporation Ltd and Joint MD of Tamilnadu Dairy Development Federation Ltd. R Gopalan has been an Independent Director and Chairperson of the board of Zee Entertainment Enterprises Ltd (ZEEL) since November 2019, and a member of its Audit Committee since 2020. During his tenure on the board, ZEEL’s proposed merger with the Sony Entertainment group did not go through. ZEEL’s FY23 profits before taxes declined by ~69% to Rs. 4.7 bn in FY23 (in comparison to FY22 profits), of which write-offs and provisions aggregated Rs. 3.4 bn.Further, during his term as Chairperson, Punit Goenka’s remuneration increased from Rs. 131.7 mn in FY21 to Rs 411.0 mn in FY22 before falling marginally to Rs. 350.7 mn in FY23. In the November 2024 AGM, the shareholders rejected Punit Goenka’s reappointment as Director. However, even before the results were announced, Punit Goenka resigned in his capacity as Managing Director but continued to stay with the company as the Chief Executive Officer (not on the board).As Chairperson of the board and as a member of the Nomination and Remuneration Committee, we believe that R Gopalan has failed in his duties by allowing Punit Goenka to continue in an executive capacity as CEO and draw high remuneration. Despite the number of events that have plagued ZEEL, the board has allowed the company’s promoters to remain in charge. Given the corporate governance failures that lace his past, we do not support his appointment."
  • WhiteOak Capital Mutual FundR Gopalan, 72, is a retired IAS Officer. He was a member of the Public Enterprises Selection Board and was Secretary, Department of Economic Affairs. He has served as Chairperson and Managing Director (CMD) of Tamilnadu Newsprints and Papers Ltd, Managing Director of Tamilnadu Agro Industries Corporation Ltd and Joint MD of Tamilnadu Dairy Development Federation Ltd. R Gopalan has been an Independent Director and Chairperson of the board of Zee Entertainment Enterprises Ltd (ZEEL) since November 2019, and a member of its Audit Committee since 2020. During his tenure on the board, ZEEL’s proposed merger with the Sony Entertainment group did not go through. ZEEL’s FY23 profits before taxes declined by ~69% to Rs. 4.7 bn in FY23 (in comparison to FY22 profits), of which write_x0002_offs and provisions aggregated Rs. 3.4 bn. Further, during his term as Chairperson, Punit Goenka’s remuneration increased from Rs. 131.7 mn in FY21 to Rs 411.0 mn in FY22 before falling marginally to Rs. 350.7 mn in FY23. In the November 2024 AGM, the shareholders rejected Punit Goenka’s reappointment as Director. However, even before the results were announced, Punit Goenka resigned in his capacity as Managing Director but continued to stay with the company as the Chief Executive Officer (not on the board). As Chairperson of the board and as a member of the Nomination and Remuneration Committee, we believe that R Gopalan has failed in his duties by allowing Punit Goenka to continue in an executive capacity as CEO and draw high remuneration. Despite the number of events that have plagued ZEEL, the board has allowed the company’s promoters to remain in charge. Given the corporate governance failures that lace his past, we do not support his appointment.

  8 for20 against

Mutual fund votes, meeting of 18 Feb 2025, 27 fund houses

• Approval of Scheme of Arrangement between Vedanta Limited (Demerged Company or Company) and Vedanta Aluminium Metal Limited (Resulting Company 1) and Talwandi Sabo Power Limited (Resulting Company 2) and Malco Energy Limited (Resulting Company 3) and Vedanta Iron and Steel Limited (Resulting Company 4) and their respective shareholders and creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 (Scheme).MoreLess

  27 for0 against

Mutual fund votes, meeting of 10 Jul 2024, 27 fund houses

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2024, and the reports of the Board of Directors and Auditors thereon

  27 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March 2024, and the report of the Auditors thereon

  27 for0 against
• To confirm the interim dividend(s) for the financial year ended 31 March 2024

  27 for0 against
• To re-appoint Mr. Anil Kumar Agarwal (DIN: 00010883), who retires by rotation and being eligible, offers himself for re-appointment, as a Director.

  ›Against Groww Mutual Fund, HSBC Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Chairman related to Executive Director.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.We have concerns about insufficient independence on the Remuneration and Nomination committees.
  • PPFAS Mutual FundChairman related to ED
  • Zerodha Mutual FundChairman related to Executive Director raises governance issues.

  21 for6 against
• To ratify the remuneration of Cost Auditors for the financial year ending 31 March 2025

  27 for0 against
• To consider and approve the amendment in the Articles of Association of the Company

  27 for0 against
• To consider and approve the appointment of Ms. Pallavi Joshi Bakhru (DIN: 01526618) as a Non-Executive Independent Director of the Company for a first term of 02 (two) years effective from 01 July 2024 to 30 June 2026MoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMs. Pallavi Joshi Bakhru, 56, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. Previously, she was Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support the appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling-off period of minimum five years. In her case, the cooling-off period is less than five years. Further, as per Grant Thornton’s Annual deal tracker of 2023, Grant Thornton has advised Hindustan Zinc Ltd, group company, in the Black Mountain Mining deal, thus leading to a potential conflict of interest. Also, she is already on the board of four listed companies (excluding Vedanta Limited). Given their full-time responsibilities, regulations allow Wholetime directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that her responsibilities as Head, Private Client Service and Head, India-UK Corridor in Grant Thorton Bharat are equivalent to a full-time role. Therefore, we believe her high number of directorships on listed companies is not in keeping with the spirit of the regulation.
  • Bank of India Mutual Fund, DSP Mutual FundMs. Pallavi Joshi Bakhru, 56, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. Previously, she was Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support the appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling-off period of minimum five years. In her case, the cooling-off period is less than five years. Further, as per Grant Thornton’s Annual deal tracker of 2023, Grant Thornton has advised Hindustan Zinc Ltd, group company, in the Black Mountain Mining deal, thus leading to a potential conflict of interest.Also, she is already on the board of four listed companies (excluding Vedanta Limited). Given their full-time responsibilities, regulations allow Wholetime directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that her responsibilities as Head, Private Client Service and Head, India-UK Corridor in Grant Thorton Bharat are equivalent to a full-time role. Therefore, we believe her high number of directorships on listed companies is not in keeping with the spirit of the regulation.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • ICICI Prudential Mutual FundMs. Pallavi Joshi Bakhru possesses necessary qualification, the AMC has voted against the resolution as she was a former executive of the group.
  • Invesco Mutual FundMs. Bakhru, 56, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. Previously, she was Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support the appointment of former executives who are on the board along with their previous supervisors unless there is reasonable cooling-off period. Further, as per Grant Thornton’s Annual deal tracker of 2023, Grant Thornton has advised Hindustan Zinc Ltd, group company, in the Black Mountain Mining deal, thus leading to a potential conflict of interest. Also, she is already on the board of four listed companies (excluding Vedanta Limited). Given their full-time responsibilities, regulations allow Wholetime directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that her responsibilities as Head, Private Client Service and Head, India-UK Corridor in Grant Thorton Bharat are equivalent to a full-time role. Therefore, we believe her high number of directorships on listed companies is not in keeping with the spirit of the regulation. Company may consider appointing her as non-independent director.
  • Sundaram Mutual Fund"Ms. Pallavi Joshi Bakhru, 56, leads the Private Client Service offering at Grant Thornton Bharat and also heads the India - UK Corridor for the firm. Previously, she was Group Head-Taxation at Vedanta Limited from 2015-2020. We do not support the appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling-off period of minimum five years. In her case, the cooling-off period is less than five years. Further, as per Grant Thornton’s Annual deal tracker of 2023, Grant Thornton has advised Hindustan Zinc Ltd, group company, in the Black Mountain Mining deal, thus leading to a potential conflict of interest. Also, she is already on the board of four listed companies (excluding Vedanta Limited). Given their full-time responsibilities, regulations allow Wholetime directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that her responsibilities as Head, Private Client Service and Head, India-UK Corridor in Grant Thorton Bharat are equivalent to a full-time role. Therefore, we believe her high number of directorships on listed companies is not in keeping with the spirit of the regulation."

  20 for7 against
• To consider and approve the appointment of Mr. Prasun Kumar Mukherjee (DIN:00015999) as a Non-Executive Independent Director of the Company for a first term of 02 (two) years effective from 11 August 2024 to 10 August 2026 of the CompanyMoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, NJ Mutual FundPrasun Kumar Mukherjee, 68, is the former Executive Director of Sesa Goa from 2006 to 2014. He has nearly four decades of experience in finance, accounts, costing, taxation, legal and general management. He is currently a member of the Managing Committee of Goa Chamber of Commerce & Industries (GCCI) and also a mentor of its Mining & Mining Infrastructure Committee. The company proposes to appoint him as an Independent Director for two years from 11 August 2024. We raise concern that after ceasing to be an Executive Director of Sesa Goa in April 2014 (Source: MCA), Prasun Mukherjee was appointed on the board of ESL Steel Limited (a Vedanta group company) on 4 June 2018. Since then, he has been on the board of another group company i.e., Vizag General Cargo Berth Private Limited as Independent Director. We do not support the appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling-off period of a minimum of five years. In his case, the cooling-off period is less than five years (April 2014 to June 2018). We do not support his appointment as an Independent Director.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with Law. No concern on the merits of proposed appointee. Governance Concern: He is Ex-Employee of the Company. Prolonged association.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • ICICI Prudential Mutual FundMr. Prasun Kumar Mukherjee possesses necessary qualification, the AMC has voted against the resolution as he was a former executive of the group.
  • Invesco Mutual FundMr. Mukherjee, 68, is the former Executive Director of Sesa Goa from 2006 to 2014. He has nearly four decades of experience in finance, accounts, costing, taxation, legal and general management. He is currently a member of the Managing Committee of Goa Chamber of Commerce & Industries (GCCI) and also a mentor of its Mining & Mining Infrastructure Committee. The company proposes to appoint him as an Independent Director for two years from 11 August 2024. We raise concern that after ceasing to be an Executive Director of Sesa Goa in April 2014 (Source: MCA), Prasun Mukherjee was appointed on the board of ESL Steel Limited (a Vedanta group company) on 4 June 2018. Since then, he has been on the board of another group company i.e. Vizag General Cargo Berth Private Limited as Independent Director. We do not support the appointment of former executives unless they have completed a reasonable cooling-off period. We do not support his appointment as an Independent Director. Company may consider appointing him as non-independent director.
  • Nippon India Mutual FundProlonged association
  • PPFAS Mutual FundEx-Employee of the Company. Prolonged association
  • Sundaram Mutual Fund"Prasun Kumar Mukherjee, 68, is the former Executive Director of Sesa Goa from 2006 to 2014. He has nearly four decades of experience in finance, accounts, costing, taxation, legal and general management. He is currently a member of the Managing Committee of Goa Chamber of Commerce & Industries (GCCI) and also a mentor of its Mining & Mining Infrastructure Committee. The company proposes to appoint him as an Independent Director for two years from 11 August 2024. We raise concern that after ceasing to be an Executive Director of Sesa Goa in April 2014 (Source: MCA), Prasun Mukherjee was appointed on the board of ESL Steel Limited (a Vedanta group company) on 4 June 2018. Since then, he has been on the board of another group company i.e., Vizag General Cargo Berth Private Limited as Independent Director. We do not support the appointment of former executives who are on the board along with their previous supervisors unless they have completed a cooling-off period of a minimum of five years. In his case, the cooling-off period is less than five years (April 2014 to June 2018). We do not support his appointment as an Independent Director."
  • Zerodha Mutual FundThe concerned person was an ex-employee of the company and appointment of past employees (including in a Group Company) as Independent Director can lead to conflict of interest issues, hence prolonged association.

  12 for15 against

Mutual fund votes, meeting of 21 Jun 2024, 25 fund houses

• Issuance of securities up to ₹ 8,500 Crore (Rupees Eight Thousand Five Hundred Crore)

  25 for0 against