Bajaj Auto CEO, chairman, board of directors and AGM

• Approval of Material Related Party Transaction(s) between Bajaj Auto International Holdings BV, a wholly owned subsidiary of the Company and Pierer Bajaj AG, PIERER Mobility AG and KTM AG for restructuring support for KTM AG and its subsidiaries.MoreLess

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

  • Angel One Mutual FundTransparency concern identified.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Transparency concern identified.
  • PPFAS Mutual FundTransparency concern identified

  30 for7 against

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

• To consider & adopt the audited standalone & consolidated financial statements of the Company for the FY ended 31-03-2025, together with the Directors’ & Auditors’ Reports

  35 for0 against
• To declare dividend of Rs. 210 per equity share, for the FY ended 31 March 2025

  35 for0 against
• To appoint a director in place of Niraj Bajaj, who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Director is Board Chairperson and related to Managing Director of the Company.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with Law. No major governance concern identified with regard to profile, time commitments and attendance of Director. Governance Concern: Director is Board Chairperson and related to Managing Director of the Company.
  • PPFAS Mutual FundBoard Chairperson related to Managing Director

  30 for6 against
• Ratification of the remuneration to the Cost Auditor

  35 for0 against
• To appoint M/s. Makarand M. Joshi & Co. as Secretarial Auditor for a term of 5 consecutive years and to fix their remuneration

  36 for0 against

• Re-appointment of Shri Rajivnayan Rahulkumar Bajaj (DIN: 00018262) as Managing Director & Chief Executive Officer of the Company for a period of five years with effect from 1 April 2025.

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law: Governance concern: Skewed remuneration practice; No absolute cap on variable pay or total remuneration.
  • Angel One Mutual FundGovernance concern: Skewed remuneration practice; No absolute cap on variable pay or total remuneration.
  • Axis Mutual Fund, NJ Mutual Fund, Taurus Mutual FundRajivnayan Rahulkumar Bajaj, 58, is promoter and the Managing Director & Chief Executive Officer (CEO), Bajaj Auto Limited. He has been associated with the company since 2002. He received Rs. 537.6 mn in FY24 (including commission of Rs. 326.1 mn), we estimate his FY25 remuneration at Rs. 590.0 mn (including commission of Rs. 358.7 mn) and FY26 remuneration at Rs. 628.0 mn (including commission of Rs. 394.6 mn). We note that his commission is uncapped and there is no guidance provided for the same – however, past remuneration and commission has been in line with company performance. We expect the company to cap the commission in absolute terms and disclose the performance metrics which determine such variable pay. Further, his remuneration structure contains reimbursement of medical expenses for self and family. In case of any medical treatment abroad, the travelling, boarding and lodging expenses for the patient and the attendant will also be borne by the company. We believe these expenses are personal in nature and should be borne by the directors themselves, which we do not favor. Therefore, we are unable to support the resolution.
  • Bank of India Mutual FundRajivnayan Rahulkumar Bajaj, 58, is promoter and the Managing Director & Chief Executive Officer (CEO), Bajaj Auto Limited. He has been associated with the company since 2002.He received Rs. 537.6 mn in FY24 (including commission of Rs. 326.1 mn), we estimate his FY25 remuneration at Rs. 590.0 mn (including commission of Rs. 358.7 mn) and FY26 remuneration at Rs. 628.0 mn (including commission of Rs. 394.6 mn). We note that his commission is uncapped and there is no guidance provided for the same – however, past remuneration and commission has been in line with company performance. We expect the company to cap the commission in absolute terms and disclose the performance metrics which determine such variable pay.Further, his remuneration structure contains reimbursement of medical expenses for self and family. In case of any medical treatment abroad, the travelling, boarding and lodging expenses for the patient and the attendant will also be borne by the company. We believe these expenses are personal in nature and should be borne by the directors themselves, which we do not favor. Therefore, we are unable to support the resolution.
  • Invesco Mutual FundRajivnayan Rahulkumar Bajaj, 58, is promoter and the Managing Director & Chief Executive Officer (CEO), Bajaj Auto Limited. He has been associated with the company since 2002. He received Rs. 537.6 mn in FY24 (including commission of Rs. 326.1 mn), we estimate his FY25 remuneration at Rs. 590.0 mn (including commission of Rs. 358.7 mn) and FY26 remuneration at Rs. 628.0 mn (including commission of Rs. 394.6 mn). We note that his commission is uncapped and there is no guidance provided for the same – however, past remuneration and commission has been in line with company performance. We expect the company to cap the commission in absolute terms and disclose the performance metrics which determine such variable pay. Further, his remuneration structure contains reimbursement of medical expenses for self and family. In case of any medical treatment abroad, the travelling, boarding and lodging expenses for the patient and the attendant will also be borne by the company. We believe these expenses are personal in nature and should be borne by the directors themselves, which we do not favor. Therefore, we are unable to support the resolution
  • LIC Mutual FundConcerns with respect to Skewed remuneration practice; No absolute cap on variable pay or total remuneration.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration

  21 for16 against
• Re-appointment of Shri Abhinav Bindra (DIN: 00929250) as a Non-executive Independent Director of the Company for a second term of five consecutive years with effect from 20 May 2025.

  37 for0 against

• Appointment of Dr. Sangita Reddy (DIN: 00006285) as a Non-executive Independent Director of the Company for a term of 5 consecutive years with effect from 16-07-2024.

  31 for0 against

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

• To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended 31 March 2024, together with the Directors’ and Auditors’ Reports thereon.MoreLess

  30 for0 against
• To declare a dividend

  30 for0 against
• To appoint a director in place of Pradeep Shrivastava (DIN: 07464437), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointmentMoreLess

  30 for0 against
• To appoint a director in place of Rakesh Sharma (DIN: 08262670), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment

  30 for0 against
• Ratification of the remuneration to the Cost Auditor

  31 for0 against
• Modification to the Bajaj Auto Employee Stock Option Scheme 2019

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Kotak Mahindra Mutual Fund, Sundaram Mutual FundUnder the BAL-ESOS 2019 plan, 3,596,605 stock options (out of 5.0 mn stock options) are yet to be granted. The company proposes to amend the scheme contours for the revised regulations. While we support most of the amendments relating to the vesting of stock options on retirement, secondment, or death, we do not support the extension of the scheme to employees of group companies and associate companies.
  • Edelweiss Mutual FundDilutive for minority shareholders
  • Invesco Mutual FundUnder the BAL-ESOS 2019 plan, 3,596,605 stock options (out of 5.0 mn stock options) are yet to be granted. The company proposes to amend the scheme contours for the revised regulations. While we support most of the amendments relating to the vesting of stock options on retirement, secondment, or death, we do not support the extension of the scheme to employees of group companies and associate companies
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  23 for7 against
• Approval to extend the benefits and grant of options to the employee(s) of associate and group company(ies), if any, in addition to holding and subsidiary company(ies) under ‘Bajaj Auto Employee Stock Option Scheme 2019.’MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundThe company proposes to extend the BAL-ESOS 2019 scheme to employees of associate and group companies in addition to holding and subsidiary companies. While we support the grant of stock options to employees of unlisted subsidiaries, to be extended to employees of group companies, associates but do not support these to listed holding companies.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual FundCompliant with Law. Governance Concern: Scheme proposed to be extended to Associate and Group Companies without compelling reason.
  • Bank of India Mutual Fund, DSP Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThe company proposes to extend the BAL-ESOS 2019 scheme to employees of associate and group companies in addition to holding and subsidiary companies. While we support the grant of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associates or listed holding companies.
  • Baroda BNP Paribas Mutual FundCompliant with Law. Governance Concern: Scheme proposed to be extended to Associate and Group Companies without compelling reason. Also Company should mention specific justification with respect to the intention and plans with such grants, as the cost would be borne by the company.
  • Edelweiss Mutual FundDilutive for minority shareholders
  • HSBC Mutual FundA vote AGAINST the following resolution is considered warranted because the proposal includes grant of stock options to employees of group, associate and holding companies without proper justification.
  • Invesco Mutual FundThe company proposes to extend the BAL-ESOS 2019 scheme to employees of associate and group companies in addition to holding and subsidiary companies. While we support the grant of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associates or listed holding companies
  • Kotak Mahindra Mutual FundThe company proposes to extend the BAL-ESOS 2019 scheme to employees of associate and group companies in addition to holding and subsidiary companies. While we support the grant of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associates or listed holding companies. The Company should require specific justification with respect to the intention and plans with such grants as such cost would be borne out of company pockets.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual Fundthere is no explaination given by the company to issue esop for subsidiary.
  • Nippon India Mutual FundScheme proposed to be extended to Associate & Group Companies
  • Zerodha Mutual FundScheme proposed to be extended to Associate & Group Companies without compelling reason.

  13 for18 against

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

• Re-appointment of Shri Pradip Panalal Shah (DIN : 00066242) as a Non-executive Independent Director of the Company for a second term of five consecutive years with effect from April 1, 2024.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundPradip Shah, 71, is the founder of lndAsia Fund Advisors Private Limited, a corporate finance, private equity, and investment advisory business. He was appointed as an Independent Director on the board of Bajaj Auto Limited in April 2019. Pradip Shah will attain the age of 75 years during his term: we do not consider age to be a criterion for board (re)appointments. He has attended all seven (100%) board meetings held in FY23, and all five meetings held till date in FY24. However, he serves on the board of seven listed companies (including Bajaj Auto Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as the Founder of lndAsia Fund Advisors Private Limited, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation.
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because Pradip Shah serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company. He serves on the audit committee and the company paid excessive non-audit fees to its auditor.
  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because Pradip Shah serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.
  • Invesco Mutual FundPradip Shah, 71, is the founder of lndAsia Fund Advisors Private Limited, a corporate finance, private equity, and investment advisory business. He was appointed as an Independent Director on the board of Bajaj Auto Limited in April 2019. Pradip Shah will attain the age of 75 years during his term: we do not consider age to be a criterion for board (re)appointments. He has attended all seven (100%) board meetings held in FY23, and all five meetings held till date in FY24. However, he serves on the board of seven listed companies (including Bajaj Auto Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as the Founder of lndAsia Fund Advisors Private Limited, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  22 for8 against
• Appointment of Ms. Vinita Bali (DIN: 00032940) as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from April 1, 2024.

  31 for0 against
• Approval to hold and continue to hold office or place of profit by Shri Rishabnayan Bajaj in the Company.

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concern: Inadequate disclosures regarding the basis of arriving at the proposed pay.
  • Axis Mutual Fund, Sundaram Mutual FundRishabnayan Bajaj, 25, is the son of Rajiv Bajaj, CEO and Managing Director of Bajaj Auto Limited. He has completed his Master of Engineering degree in Mechanical Engineering from Loughborough University. He joined the company as a Management Trainee in 2021. His proposed remuneration shall not exceed Rs. 5.0 mn for FY24, Rs. 10.0 mn per annum for FY25 and FY26 and Rs. 20.0 mn per annum for FY27 and FY28. The company has disclosed that the actual pay-out to Rishabnayan Bajaj will be determined based on the remuneration policy and any changes to it will follow similar standards and practice as is done for all employees, to establish a fair and reasonable pay for him. Given the history of succession planning with the Bajaj family – Rahul Bajaj to Rajiv Bajaj – it is likely that Rishab Bajaj too will go through the ranks before he is considered eligible to be named successor or join the board. Nevertheless, the company has not explained whether, given his less than three years of experience qualifies him to be Divisional Manager – Product Strategy. There is no disclosure on how the company has benchmarked his remuneration and designation with other employees in the company. Further, FY24 remuneration estimates have also not been provided. Moreover, the proposed caps on his annual remuneration are high, doubling every two years, which we consider ambitious. Therefore, the disclosures in the resolution do not fall within our voting guidelines.
  • Bank of India Mutual Fund, DSP Mutual Fund, Taurus Mutual FundRishabnayan Bajaj, 25, is the son of Rajiv Bajaj, CEO and Managing Director of Bajaj Auto Limited. He has completed his Master of Engineering degree in Mechanical Engineering from Loughborough University. He joined the company as a Management Trainee in 2021. His proposed remuneration shall not exceed Rs. 5.0 mn for FY24, Rs. 10.0 mn per annum for FY25 and FY26 and Rs. 20.0 mn per annum for FY27 and FY28. The company has disclosed that the actual pay-out to Rishabnayan Bajaj will be determined based on the remuneration policy and any changes to it will follow similar standards and practice as is done for all employees, to establish a fair and reasonable pay for him. Given the history of succession planning with the Bajaj family – Rahul Bajaj to Rajiv Bajaj – it is likely that Rishab Bajaj too will go through the ranks before he is considered eligible to be named successor or join the board.Nevertheless, the company has not explained whether, given his less than three years of experience qualifies him to be Divisional Manager – Product Strategy. There is no disclosure on how the company has benchmarked his remuneration and designation with other employees in the company. Further, FY24 remuneration estimates have also not been provided. Moreover, the proposed caps on his annual remuneration are high, doubling every two years, which we consider ambitious. Therefore, the disclosures in the resolution do not fall within our voting guidelines.
  • Kotak Mahindra Mutual FundFY24 remuneration estimates have also not been provided. Moreover, the proposed caps on his annual remuneration are high, doubling every two years, which we consider ambitious.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundRemuneration is high
  • NJ Mutual FundNon-Disclosure of basis of arriving at proposed pay; fairness cannot be ascertained.
  • PPFAS Mutual FundLack of sufficient information for arriving at the proposed remuneration
  • Zerodha Mutual FundBasis of increment in remuneration is not justified

  16 for15 against