Zee Entertainment Enterprises MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 28 Nov 2025, 17 fund houses

• Appointment of Mr R Gopalan (DIN 01624555) as a Non- Exective, Non- Independent Director of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential 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, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual Fund, Jio BlackRock Mutual Fund, UTI Mutual FundR Gopalan, 73, a retired IAS Officer and Non-Executive Chairperson, has been on the board as an Independent Director since November 2019. Post completion of his second term on 24 November 2025, the company seeks to continue his directorship in a non-independent non-executive capacity. Although his appointment is in line with statutory requirements, we believe as Chairperson; the board, under his leadership, failed to provide adequate oversight on the critical ZEE - Sony merger, despite its material implications for the company. Furthermore, at the 2024 AGM, even after ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board - under his Chairmanship, the board continued to support Punit Goenka and appointed him as CEO, even though, in our view, investors were seeking a change. The board, under his Chairmanship, also proposed to issue warrants to the promoter group allowing them to increase their equity in ZEEL to 18.39% from the current 3.99%. The resolution too was defeated, reinforcing, in our opinion, shareholder concerns about governance and the need for leadership change. Considering these developments, we believe the long-term interests of non-promoter shareholders would be best served by a complete reconstitution of the board with an independent and unconflicted slate of directors. Therefore, we not support the resolution.
  • Angel One Mutual FundGovernance Concern: Cooling off period of 1-year not served from Independent Director to Non-Executive Director; appointment as Non-Executive Director raises question over his independence as Independent Director.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with Law. No concern on the merits of proposed appointee. Governance Concern: Cooling off period of 1-year not served from ID to NED; appointment as NED raises question over his independence as ID.
  • HDFC Mutual FundMr. R Gopalan, 73, a retired IAS Officer and Non-Executive Chairperson, has been on the board as an Independent Director since November 2019. Post completion of his second term on 24 November 2025, the company seeks to continue his directorship in a non-independent non-executive capacity. Although his appointment is in line with statutory requirements, we believe as Chairperson; the board, under his leadership, failed to provide adequate oversight on the critical ZEE - Sony merger, despite its material implications for the company. Furthermore, at the 2024 AGM, even after ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board - under his Chairmanship, the board continued to support Punit Goenka and appointed him as CEO, even though, in our view, investors were seeking a change. The board, under his Chairmanship, also proposed to issue warrants to the promoter group allowing them to increase their equity in ZEEL to 18.39% from the current 3.99%. The resolution too was defeated, reinforcing, in our opinion, shareholder concerns about governance and the need for leadership change. Considering these developments, we believe the long-term interests of non-promoter shareholders would be best served by a complete reconstitution of the board with an independent and unconflicted slate of directors. Therefore, we do not support the resolution.
  • ICICI Prudential Mutual FundR Gopalan, 73, a retired IAS Officer and Non-Executive Chairperson, has been on the board as an Independent Director since November 2019. Post completion of his second term on 24 November 2025, the company seeks to continue his directorship in a non-independent non-executive capacity. There have been concerns in the past with the board’s track record in executing its fiduciary responsibilities and independence of its decision making. Reconstitution of the board with an independent slate of directors may be looked at. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundWhen shareholder didn t approve the appointment of Mr. Puneet Goenka, he was the chairman of the board. Despite of shareholder s denial, Puneet Goenka became the CEO of the company. Mr. Goenka is involved in ongoing investigation held by SEBI with respect to certain transaction in earlier years. The Board had constituted an Independent Investigation Committee to review the allegations against the Company/ subsidiary which concluded the investigation with no material irregularities and found the transactions (under investigation) to be a part of normal course of business. Based on this, the Company had filed a settlement application with SEBI against ongoing investigation, however the same has been rejected. Considering the governance issue happened when he was part of the board, we do not support his appointment.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Cooling off period of 1-year not served from ID to NED; appointment as NED raises question over his independence as ID.

  2 for15 against

Mutual fund votes, meeting of 15 Sep 2025, 18 fund houses

• To adopt the Audited Standalone and Consolidated Financial Statements and Report of the Board of Directors and Auditors thereon for the Finacial Year 2024-2025

  18 for0 against
• To declare dividend of Rs 2.43 per equity share for the financial year ended March 31, 2025

  18 for0 against
• To appoint a Director in place of Mr Saurav Adhikari, Non Executive, Non Independent Director (DIN :08402010) who retires by rotation and being eligible, offers himself for re-appointment

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual Fund, Jio BlackRock Mutual FundSaurav Adhikari, 64, is Founding Partner and Senior Partner at Indus Global TechVentures LLP. He has been on the board since November 2024 and attended one of the two (50%) meetings held in FY25 and six meetings since his appointment to the board. Although his reappointment is in line with statutory requirements, we believe the board failed to provide sufficient oversight. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. During Punit Goenka’s tenure, the company has experienced a failed merger, heightened regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. It further proposed to issue warrants to the promoter group allowing them to increase their equity in ZEEL to 18.39% from the current 3.99% - we believe this decision undermined the voice of non-promoter shareholders. The resolution was ultimately rejected by shareholders, reinforcing, in our opinion, concerns about governance and the need for leadership change. Considering these developments, we believe the long-term interests of non-promoter shareholders would be best served by a complete reconstitution of the board with an independent and unconflicted slate of directors.
  • HDFC Mutual FundMr. Saurav Adhikari, 64, is Founding Partner and Senior Partner at Indus Global TechVentures LLP. Although his reappointment is in line with statutory requirements, we believe the board failed to provide sufficient oversight. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. During Punit Goenka’s tenure, the company has experienced a failed merger, heightened regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. It further proposed to issue warrants to the promoter group allowing them to increase their equity in ZEEL to 18.39% from the current 3.99% - we believe this decision undermined the voice of non-promoter shareholders. The resolution was ultimately rejected by shareholders, reinforcing, in our opinion, concerns about governance and the need for leadership change. Considering these developments, we believe the long-term interests of non-promoter shareholders would be best served by a complete reconstitution of the board with an independent and unconflicted slate of directors. We do not support the resolution.
  • ICICI Prudential Mutual FundThere have been concerns in the past with the board’s track record in executing its fiduciary responsibilities and independence of its decision making. Reconstitution of the board with an independent slate of directors may be looked at. Hence, the AMC has voted againt the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the candidate
  • UTI Mutual FundSaurav Adhikari, 64, is Founding Partner and Senior Partner at Indus Global TechVentures LLP. He has been on the board since November 2024 and attended one of the two (50%) meetings held in FY25 and six meetings since his appointment to the board. Although his reappointment is in line with statutory requirements, we believe the board failed to provide sufficient oversight.

  9 for9 against
• Ratification of Remuneration to Cost Auditor

  18 for0 against
• Appointment of Secretarial Auditors and fix their remuneration

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

  • Angel One Mutual FundProposed audit fee payable to Secretarial Auditors not disclosed in the Notice.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo issues on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR, 2015: Proposed audit fee payable to Secretarial Auditors not disclosed in the Notice.

  13 for5 against
• Payment of Commission to Non Executive Directors of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual Fund, Jio BlackRock Mutual FundThe commission paid to Non-Executive Directors between FY21 and FY25 ranged from 0.2% to 0.4% of standalone profits before tax. The company now seeks shareholder approval to pay commission to Non-Executive Directors upto 1.0% of net profits per annum for five years from FY26. The commission will be paid in addition to sitting fees for attending board and committee meetings. Although the payment of commission is in line with market practices. Even so, we believe the board failed to provide sufficient oversight. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. During his tenure, the company has experienced a failed merger, heightened regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. It further proposed to issue warrants to the promoter group allowing them to increase their equity in ZEEL to 18.39% from the current 3.99% - we believe this decision undermined the voice of non-promoter shareholders. The resolution was ultimately rejected by shareholders, reinforcing, in our opinion, concerns about governance and the need for leadership change. Considering these developments, we believe the long-term interests of non-promoter shareholders would be best served by a complete reconstitution of the board with an independent and unconflicted slate of directors. Therefore, we do not support the resolution.
  • HDFC Mutual FundThe commission paid to Non-Executive Directors between FY21 and FY25 ranged from 0.2% to 0.4% of standalone profits before tax. The company now seeks shareholder approval to pay commission to Non-Executive Directors upto 1.0% of net profits per annum for five years from FY26. The commission will be paid in addition to sitting fees for attending board and committee meetings. We believe the board failed to provide sufficient oversight. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. During his tenure, the company has experienced a failed merger, heightened regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. It further proposed to issue warrants to the promoter group allowing them to increase their equity in ZEEL to 18.39% from the current 3.99% - we believe this decision undermined the voice of non-promoter shareholders. The resolution was ultimately rejected by shareholders, reinforcing, in our opinion, concerns about governance and the need for leadership change. Considering these developments, we believe the long-term interests of non-promoter shareholders would be best served by a complete reconstitution of the board with an independent and unconflicted slate of directors. Therefore, we do not support the resolution.
  • ICICI Prudential Mutual FundPayment of commission is in line with market practices. However, there have been concerns in the past with the board’s track record in executing its fiduciary responsibilities and independence of its decision making, including on matters like backing Punit Goenka, who’s reappointment to the board at the 2024 AGM was not supported by shareholders. Proposal of issuance of warrants to the promoter group allowing them to increase their equity in ZEEL to 18.39% from the current 3.99% was also not supported by shareholders. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the candidate
  • UTI Mutual FundThe commission paid to Non-Executive Directors between FY21 and FY25 ranged from 0.2% to 0.4% of standalone profits before tax. The company now seeks shareholder approval to pay commission to Non-Executive Directors upto 1.0% of net profits per annum for five years from FY26. The commission will be paid in addition to sitting fees for attending board and committee meetings. Although the payment of commission is in line with market practices. Even so, we believe the board failed to provide sufficient oversight.

  9 for9 against

Mutual fund votes, meeting of 10 Jul 2025, 17 fund houses

• 1) Approve preferential issuance of 169,503,400 share warrants at a price of Rs. 132.0 per warrant, aggregating Rs. 22.4 bn to promoter group entities- Sunbright Mauritius Investments Limited and Altilis Technologies Private Limited.MoreLess

  1 for0 against
• Approve preferential issuance of 169,503,400 share warrants at a price of Rs. 132.0 per warrant, aggregating Rs. 22.4 bn to promoter group entities- Sunbright Mauritius Investments Limited and Altilis Technologies Private Limited.MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual FundThe company proposes to raise Rs.22.4 bn mainly to invest in the business and pursue inorganic growth opportunities. On 31 March 2025, the company had cash and treasury investments of Rs.24.1 bn. Given this substantial liquidity, the rationale for raising additional capital that would result in a 15% dilution on the expanded capital base, remains unconvincing. Further, we are generally cautious about the use of warrants as capital-raising instruments, particularly when such issuances involve promoters. Our concerns stem from the extended 18-month exercise window and the potential for promoters to benefit from access to material, non-public information. To instil, confidence, the promoters could have infused money at a higher price. In addition, warrants carry the inherent risk of forfeiture, further complicating their suitability as a funding tool. The issue is further accentuated in ZEEL’s case, where the promoters are being allowed to increase their stake to 18.39% from the current 3.99% - we believe this decision significantly undermines the voice of non-promoter shareholders. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. Under his leadership, the company has experienced a failed merger, regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. The board is now allowing Punit Goenka and the promoter group to be further entrenched in the company by consenting to the family / promoter group increasing its stake. We are also not comfortable with the dilution given earlier fundraise of ~INR 2,000 crore via FCCBs also potentially dilutes existing investors by ~11%. In summary, we do not support the resolution for three reasons: the lack of a compelling need for additional capital given the company’s liquidity position; equity dilution our principled objection to warrants as a fund-raising, especially to promoters; and the view that allowing the current promoters to significantly raise their stake undermines the voice of non-promoter shareholders.
  • UTI Mutual FundThe company proposes to raise Rs.22.4 bn mainly to invest in the business and pursue inorganic growth opportunities. On 31 March 2025, the company had cash and treasury investments of Rs.24.1 bn. Given this substantial liquidity, the rationale for raising additional capital that would result in a 15% dilution on the expanded capital base, remains unconvincing. Further, we are generally cautious about the use of warrants as capital-raising instruments, particularly when such issuances involve promoters. Our concerns stem from the extended 18-month exercise window and the potential for promoters to benefit from access to material, non-public information. In addition, warrants carry the inherent risk of forfeiture, further complicating their suitability as a funding tool. The issue is further accentuated in ZEEL’s case, where the promoters are being allowed to increase their stake to 18.39% from the current 3.99% - we believe this decision significantly undermines the voice of non-promoter shareholders. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. Under his leadership, the company has experienced a failed merger, regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. The board is now allowing Punit Goenka and the promoter group to be further entrenched in the company by consenting to the family / promoter group increasing its stake. In summary, we do not support the resolution for three reason: the lack of a compelling need for additional capital given the company’s liquidity position; our principled objection to warrants as a fund-raising tool, especially to promoters; and the view that allowing the current promoters to significantly raise their stake undermines the voice of non-promoter shareholders.

  1 for2 against
• To offer, issue and allot from time to time in one or more tranches, up to 16,95,03,400 Warrants of the Company for consideration to be received in cash, with each Warrant convertible into or exchangeable with, 1 (one) fully paid-up equity share of the Company having face value of Re. 1/- each (Warrants) at a price (including the Warrant Subscription Price and the Warrant Exercise Price) of Rs. 132/- each (Warrant Issue Price), aggregating up to Rs. 2237,44,48,800/- (Total Issue Size) on a preferential basis.MoreLess

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Warrants priced through ICDR Pricing Mechanism used for Equity Pricing. This is because as shares and warrants are two different species of securities.
  • Axis Mutual FundThe company proposes to raise Rs.22.4 bn mainly to invest in the business and pursue inorganic growth opportunities. On 31 March 2025, the company had cash and treasury investments of Rs.24.1 bn. Given this substantial liquidity, the rationale for raising additional capital that would result in a 15% dilution on the expanded capital base, remains unconvincing. Further, we are generally cautious about the use of warrants as capital-raising instruments, particularly when such issuances involve promoters. Our concerns stem from the extended 18-month exercise window and the potential for promoters to benefit from access to material, non-public information. In addition, warrants carry the inherent risk of forfeiture, further complicating their suitability as a funding tool. The issue is further accentuated in ZEEL’s case, where the promoters are being allowed to increase their stake to 18.39% from the current 3.99% - we believe this decision significantly undermines the voice of non-promoter shareholders. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. Under his leadership, the company has experienced a failed merger, regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. The board is now allowing Punit Goenka and the promoter group to be further entrenched in the company by consenting to the family / promoter group increasing its stake. In summary, we do not support the resolution for three reason: the lack of a compelling need for additional capital given the company’s liquidity position; our principled objection to warrants as a fund-raising tool, especially to promoters; and the view that allowing the current promoters to significantly raise their stake undermines the voice of non-promoter shareholders.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Warrants priced through ICDR Pricing Mechanism used for Equity Pricing.
  • HDFC Mutual FundThere is a lack of a compelling need for additional capital given the company’s liquidity position. The issue is further accentuated in ZEEL’s case, where the promoters are being allowed to increase their stake to 18.39% from the current 3.99% - we believe this decision significantly undermines the voice of non-promoter shareholders. ZEEL’s shareholders did not support Punit Goenka’s reappointment to the board at the 2024 AGM, which, in our opinion, is testimony of investors wanting a change in management and control. Under his leadership, the company has experienced a failed merger, regulatory scrutiny, and erosion of shareholder value. Despite this, the board has continued to back Punit Goenka, enabling him to remain in charge despite not holding a board position. The board is now allowing Punit Goenka and the promoter group to be further entrenched in the company by consenting to the family / promoter group increasing its stake. We do not support the resolution.
  • ICICI Prudential Mutual FundThe company proposes to raise Rs.22.4 billion to invest in the business and pursue inorganic growth opportunities. On March 31, 2025, the company had cash and treasury investments of Rs.24.1 bn. Since, company has liquidity, there seems to be lack of lack of a compelling need for additional capital raise in absence of specific identified investment opportunities. Additional capital raise would result in a ~15% dilution on the expanded capital base. Further, pricing of warrants is lower than FCCB conversion price. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundThe company proposes to raise Rs.22.4 bn mainly to invest in the business and pursue inorganic growth opportunities. On 31 March 2025, the company had cash and treasury investments of Rs.24.1 bn. Given this substantial liquidity, the rationale for raising additional capital that would result in a 15% dilution on the expanded capital base, remains unconvincing. Further, we are generally cautious about the use of warrants as capital-raising instruments, particularly when such issuances involve promoters. Our concerns stem from the extended 18-month exercise window and the potential for promoters to benefit from access to material, non-public information. The issue is further accentuated in ZEEL s case, where the promoters are being allowed to increase their stake to 18.39% from the current 3.99% - we believe this decision significantly undermines the voice of non-promoter shareholders. Hence, we do not support the resolution. Thus, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding).
  • Nippon India Mutual FundGovernance Concern: Lack of Clarity

  3 for10 against

Mutual fund votes, meeting of 8 Jul 2025, 16 fund houses

• Appointment of Mr. Saurav Adhikari (DIN:08402010) as a Non-Executive Non-Independent Director of the Company

  ›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, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, UTI Mutual FundSaurav Adhikari, 64, is Founding Partner and Senior Partner at Indus Global TechVentures LLP. He was associated with HCL group for two decades and held various leadership roles. He also held senior global leadership and executive roles across Unilever, was Vice President at PepsiCo and Groupe SEB as CEO of the India business. He has over three decades of experience in diverse global businesses spanning technology, FMCG and consumer durable sectors. His appointment meets the statutory requirements. Nevertheless, we do not support the resolution because of our concerns with the board’s track record in executing its fiduciary responsibilities towards shareholders. In the 2024 AGM, shareholders did not support the reappointment of Punit Goenka. Under his leadership, there has been a failed merger, SEBI interim orders citing concerns over fund diversion (among other issues), and shareholder wealth destruction. Despite this, the board has protected Punit Goenka by allowing him to continue leading the company, while not being on the board. As a result, the board has ignored the voice of shareholders. Given these past actions, we question the independence of the board’s decision making and raise concerns that it may not be acting in the best interests of shareholders. As the same board that protected Punit Goenka now seeks to appoint Saurav Adhikari, we do not support his appointment. We note from the company’s clarification that Saurav Adhikari is being classified as a non-executive non-independent director to meet the regulatory requirements for board rotation.
  • Angel One Mutual FundDelayed shareholder approval with respect to appointment
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundAppointment is non-compliant with Regulation 17(1C) (a) of SEBI LODR Regulations; LODR exemption to exclude period of regulatory approval not available in the extant case.
  • HDFC Mutual FundMr. Saurav Adhikari, 64, is Founding Partner and Senior Partner at Indus Global TechVentures LLP. We do not support the resolution because of our concerns with the board’s track record in executing its fiduciary responsibilities towards shareholders. In the 2024 AGM, shareholders did not support the reappointment of Punit Goenka. Despite this, the board has protected Punit Goenka by allowing him to continue leading the company, while not being on the board. As a result, the board has ignored the voice of shareholders. As the same board that protected Punit Goenka now seeks to appoint Saurav Adhikari, we do not support his appointment.
  • ICICI Prudential Mutual FundThe Company appointed the Directors without Ministry of Information and Broadcasting (MIB) approval. Bombay High Court had allowed for MIB approval after appointment, however, they had prevented the Directors from acting before the MIB approval. In this case, Directors have attended the Board Meetings. Further, shareholders’ approval is to be taken within 3 months of appointment or at the next general meeting, whichever is earlier. However, 7 months have elapsed since the appointment of Mr. Saurav Adhikari and 5 months since the appointment of Ms. Divya Karani and therefore the Company is not in compliant with the law. Further, there have been concerns in the past with the board’s track record in executing its fiduciary responsibilities and independence of its decision making. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundSaurav Adhikari, 64, is Founding Partner and Senior Partner at Indus Global TechVentures LLP. He was associated with HCL group for two decades and held various leadership roles. He also held senior global leadership and executive roles across Unilever, was Vice President at PepsiCo and Groupe SEB as CEO of the India business. He has over three decades of experience in diverse global businesses spanning technology, FMCG and consumer durable sectors. The company received the approval from the MIB on 21st April, 2025. The resolution is to appoint the Director in November 2024. However, as per regulation; approval from MIB should have been taken prior the appointment. Hence, the resolution is non-compliant under law. Thus, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundAppointment is non-compliant with Regulation 17(1C) (a) of SEBI LODR Regulations

  2 for14 against
• Appointmnt of Ms. Divya Rupchand Karani (DIN:01829747) as a Non Executive Independent Director of the Company

  ›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, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, UTI Mutual FundMs. Divya Karani, 59, is the Chairperson and Executive Director of Kulfi Ventures Private Limited. She has four decades of work experience in Communication & Media, Marketing, Business and Leadership and in the past, was Chief Executive Officer - Dentsu South Asia Media. She has also worked at Ogilvy, Grey, DY&R, WPP (MEC India & Singapore), Reliance ADA Group and Hindustan Times. Her appointment meets the statutory requirements. Nevertheless, we do not support the resolution because of our concerns with the board’s track record in executing its fiduciary responsibilities towards shareholders. In the 2024 AGM, shareholders did not support the reappointment of Punit Goenka. Under his leadership, there has been a failed merger, SEBI interim orders citing concerns over fund diversion (among other issues), and shareholder wealth destruction. Despite this, the board has protected Punit Goenka by allowing him to continue leading the company, while not being on the board. As a result, the board has ignored the voice of shareholders. Given these past actions, we question the independence of the board’s decision making and raise concerns that it may not be acting in the best interests of shareholders. As the same board that protected Punit Goenka now seeks to appoint Divya Karani, we do not support her appointment.
  • Angel One Mutual FundDelayed shareholder approval with respect to appointment
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundAppointment is non-compliant with Regulation 17(1C) (a) of SEBI LODR: Shareholders’ approval not sought within 3 months of appointment on the Board; LODR exemption to exclude period of regulatory approval not available in the extant case.
  • HDFC Mutual FundMs. Divya Karani, 59, is the Chairperson and Executive Director of Kulfi Ventures Private Limited. We do not support the resolution because of our concerns with the board’s track record in executing its fiduciary responsibilities towards shareholders. In the 2024 AGM, shareholders did not support the reappointment of Punit Goenka. Despite this, the board has protected Punit Goenka by allowing him to continue leading the company, while not being on the board. As a result, the board has ignored the voice of shareholders. As the same board that protected Punit Goenka now seeks to appoint Divya Karani, we do not support his appointment.
  • ICICI Prudential Mutual FundThe Company appointed the Directors without MIB approval. Bombay High Court had allowed for MIB approval after appointment, however, they had prevented the Directors from acting before the MIB approval. In this case, Directors have attended the Board Meetings. Further, shareholders’ approval is to be taken within 3 months of appointment or at the next general meeting, whichever is earlier. However, 7 months have elapsed since the appointment of Mr. Saurav Adhikari and 5 months since the appointment of Ms. Divya Karani and therefore the Company is not in compliant with the law. Further, there have been concerns in the past with the board’s track record in executing its fiduciary responsibilities and independence of its decision making.Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundMs. Divya Karani, 59, is the Chairperson and Executive Director of Kulfi Ventures Private Limited. She has four decades of work experience in Communication & Media, Marketing, Business and Leadership and in the past, was Chief Executive Officer - Dentsu South Asia Media. She has also worked at Ogilvy, Grey, DY&R, WPP (MEC India & Singapore), Reliance ADA Group and Hindustan Times. The company received the approval from the MIB on 15th May, 2025. The resolution is to appoint the Director in January 2025. However, as per regulation; approval from MIB should have been taken prior the appointment. Hence, the resolution is non-compliant under law. Thus, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundAppointment is non-compliant with Regulation 17(1C) (a) of SEBI LODR Regulations

  2 for14 against

Mutual fund votes, meeting of 28 Nov 2024, 14 fund houses

• To adopt Audited Standalone and Consolidated Financial Statements and report of the Board of Directors and Auditors thereon for the financial year 2023-24

  14 for0 against
• To declare Dividend of Re 1/- per equity share for the financial year ended March 31, 2024

  14 for0 against
• To appoint Director in place of Mr. Punit Goenka, Director (DIN:00031263), who retires by rotaion and being eligible, offer himself for re-appointment

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Tata Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Navi Mutual FundPunit Goenka, 49, part of the promoter group, is CEO and Former Managing Director of the company: he resigned as Managing Director on 18 November 2024. He attended nine of the twelve (75%) board meetings he was authorized to attend in FY24: he was recused from attending five board meetings held during June 2023 to October 2023 under SEBI Orders dated 12 June 2023 and 14 August 2023. Following his resignation as Managing Director, and his continuing as CEO, should he be appointed as a director, his status will be that of an executive director. Given our concerns with Punit Goenka’s leadership, we do not support his reappointment the board. Further, SEBI has passed an interim order raising concerns over funds diversion, round tripping, and governance lapses. Although SAT has given interim relief to Punit Goenka’s continuation as a board member in a listed company, until the final order is issued by SEBI, we believe his continuation on the board carries both, legal and reputational risks for the company.
  • Axis Mutual FundPunit Goenka, 49, part of the promoter group is Managing Director and CEO of the company. He attended nine of the twelve (75%) board meetings he was authorized to attend in FY24: he was recused from attending five board meetings held during June 2023 to October 2023 under SEBI Orders dated 12 June 2023 and 14 August 2023. We do not support his reappointment as Managing Director and CEO (see Resolution #5), and therefore do not support his continuation on the board. Further, SEBI has passed an interim order raising concerns over funds diversion, round tripping, and governance lapses. Although SAT has given interim relief to Punit Goenka’s continuation as a board member in a listed company, until the final order is issued by SEBI, we believe his continuation on the board carries both, legal and reputational risks for the company.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on merit of Director. Lack of clarity regarding the nature of future role that the Director will helm pursuant to receiving shareholders’ approval as he has resigned as MD but continues as CEO (full-time employee).
  • HDFC Mutual FundFollowing his resignation as Managing Director, and his continuing as CEO, should he be appointed as a director, his status will be that of an executive director. Given our concerns with Punit Goenka’s leadership, we do not support his reappointment the board. Further, SEBI has passed an interim order raising concerns over funds diversion, round tripping, and governance lapses. Although SAT has given interim relief to Punit Goenka’s continuation as a board member in a listed company, until the final order is issued by SEBI, we believe his continuation on the board carries both, legal and reputational risks for the company.
  • ICICI Prudential Mutual FundMr. Punit Goenka, 49, part of the promoter group is Managing Director and CEO of the Company. He attended nine (75%) out of twelve Board Meetings he was authorized to attend in FY2024. He was recused from attending five board meetings held during June 2023 to October 2023 under SEBI Orders dated June 12 2023 and August 14, 2023. SEBI has passed an interim order raising concerns over funds diversion, round tripping, and governance lapses. Although SAT has given interim relief to Mr. Punit Goenka’s continuation as a board member in a listed company, until the final order is issued by SEBI, The AMC believe his continuation on the Board carries both, legal and reputational risks for the company. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundPunit Goenka, 49, part of the promoter group is Managing Director and CEO of the company. He attended nine of the twelve (75%) board meetings he was authorized to attend in FY24: he was recused from attending five board meetings held during June 2023 to October 2023 under SEBI Orders dated 12 June 2023 and 14 August 2023. SEBI has also passed an interim order raising concerns over various issues with his directorship in the company. Although SAT has given interim relief to Punit Goenka s continuation as a board member in a listed company, until the final order is issued by SEBI, we believe his continuation on the board carries both, legal and reputational risks for the company. Hence we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLack of clarity
  • SBI Mutual FundPunit Goenka, 49, part of the promoter group, is CEO and Former Managing Director of the company: he resigned as Managing Director on 18 November 2024. Following his resignation as Managing Director, and his continuing as CEO, should he be appointed as a director, his status will be that of an executive director. SEBI had passed an interim order raising concerns over governance lapses at Zee under his leadership. Although SAT has given interim relief to Punit Goenka’s continuation as a board member in a listed company, until the final order is issued by SEBI, we believe his continuation on the board carries risk for the company. We do not support the resolution.
  • Tata Mutual FundAs per exchange filings dated 18th November 2024 and 23rd November 2024, Mr. Puneet Goenka has stepped down from the role of Managing Director to solely focus on his operational duties as the CEO of the company. We believe that this is in better interest of the company and shareholders as he has initiated certain cost restructuring initiatives which started bearing fruits. His focus on operational responsibilities will ensure the continuity of such measures is hence critical for the turnaround in company's financial performance going forward. Our vote against this resolution reflects our opinion as well the recent developments (as highlighted in the aforementioned exchange filings) that Mr. Puneet Goenka should at best be involved in an operational role and should not be part of the board of directors.

  0 for14 against
• Ratification of Remuneration to Cost Auditors

  14 for0 against

Mutual fund votes, meeting of 15 Jul 2024, 23 fund houses

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

• Issuance of Securities for an amount not exceeding INR 2000 Crores

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundThe dilution maybe high if the company opts for raising capital through equity.

  18 for1 against