Hindalco Industries MD, chairman and AGM

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

• Material Related Party Transactions with Essel Mining & Industries Limited

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Unifi Mutual Fund

  • Angel One Mutual FundGovernance & Transparency concern: Consideration of the proposed transaction not justified.
  • Groww Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency concern: Consideration of the proposed transaction not justified.
  • Unifi Mutual FundEMMRL is currently implementing a coal block at Bandha, Madhya Pradesh, which is in close proximity to the company’s Mahan power plant. The company will acquire 100% equity stake in EMMRL, plus the net debt (as on 31 March 2025, equity value was Rs. 4.8 mn and net debt was Rs. 11.3 bn). The transaction is expected to be completed by the end of FY27. The company has stated that the acquisition of EMMRL will be done at cost. However, the transaction limit sought is upto Rs. 42.0 bn, much higher than the enterprise value of EMMRL of Rs. 11.3 bn. The company should have disclosed a detailed rationale for such a high limit and the basis of valuation of EMMRL. In the absence of clear valuation benchmarks for EMMRL, its financial profile, and justification for the large transaction limit, we do not support the resolution. We note that the valuation report of the company only values the equity portion of EMMRL – the report does not assess the aggregate transaction value of Rs.42.0 bn.

  33 for4 against
• Material Related Party Transactions with Grasim Industries Limited

  38 for0 against
• Material Related Party Transactions between Novelis Corporation and Logan Aluminum Inc:

  38 for0 against
• Material Related Party Transactions between Novelis Korea Limited and Ulsan Aluminum Limited

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundOmnibus approval sought for more than one year.
  • Groww Mutual Fund, Navi Mutual FundNon-compliance: Omnibus approval sought for more than 1 year.

  35 for3 against
• Material Related Party Transactions between Novelis Deutschland GmbH and Aluminium Norf GmbH:

  38 for0 against

• Re-appointment of Mr. Praveen Kumar Maheshwari [DIN: 00174361] as a Whole-time Director

  35 for0 against

• Appointment of Ms. Ananyashree Birla [DIN: 06625036] as a Non-ExecutivenDirector

  35 for0 against
• Appointment of Mr. Aryaman Vikram Birla [DIN: 08456879] as a Non-ExecutivenDirector

  ›Against Bank of India Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Bank of India Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAryaman Vikram Birla, 27, belongs to the promoter family and is Kumar Mangalam Birla’s son. Prior to joining the Aditya Birla Group (ABG), he was a cricketer. He is the founder of Aditya Birla New Age Hospitality and heads the Hospitality business, as well as the Venture Capital fund, Aditya Birla Ventures. He is closely involved with several businesses including Fashion & Retail and Real Estate. He helped to incubate the Group’s D2C platform, TMRW (a wholly owned subsidiary of ABFRL). He will be liable to retire by rotation. While his appointment is in line with the statutory requirements, we note that his aggregate work experience is less than 10 years, and his appointment does not align with our voting guidelines. We do not support his appointment.
  • Franklin Templeton Mutual FundA vote AGAINST the election of the nominee is warranted because given the limited work experience of Aryaman Vikram Birla, questions could be raised around his potential contribution to the board.
  • HSBC Mutual FundGiven the limited work experience of Aryaman Vikram Birla, questions could be raised around his potential contribution to the board.

  29 for6 against
• Appointment of Mr. Anjani Kumar Agrawal [DIN: 08579812] as an Independent nDirector

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Taurus Mutual FundAnjani Kumar Agrawal, 66, is the former Global Client Service Partner – Advisory Services at EY. As per public sources, he is also the founder of VfP Advisors. He has more than 40 years of professional experience. He has worked with Ernst & Young (EY) for over four decades – of which he was a partner for 26 years. He also serves as a director on the board of Aditya Birla Sun Life Trustee Pvt Limited since December 2019 and on Vodafone Idea Ltd since August 2022. He is a Chartered Accountant, a certified Internal Auditor and has done an Advanced Business Strategy Course from INSEAD. We will consider his overall association with the group while computing his tenure. Furthermore, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We note Anjani Kumar Agrawal serves on the board of four listed companies, including Ultratech. Given his full-time responsibilities as CEO of VfP Advisors, we believe the high number of directorships on listed companies are not in keeping with the spirit of the regulation. Therefore, we do not support his appointment.
  • Invesco Mutual FundMr. Agrawal, 66, is the former Global Client Service Partner – Advisory Services at EY. As per public sources, he is also the founder of VfP Advisors. He has more than 40 years of professional experience. He has worked with Ernst & Young (EY) for over four decades – of which he was a partner for 26 years. He also serves as a director on the board of Aditya Birla Sun Life Trustee Pvt Ltd since December 2019 and on Vodafone Idea Ltd since August 2022. He is a Chartered Accountant. The regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We note Anjani Kumar Agrawal serves on the board of four listed companies, including Ultratech. Given his full-time responsibilities as CEO of VfP Advisors, we believe the high number of directorships on listed companies are not in keeping with the spirit of the regulation. Therefore, we do not support his appointment
  • Mirae Asset Mutual FundBeing whole time director, exceeding maximum number of directorship in other listed entities
  • Sundaram Mutual Fund"Anjani Kumar Agrawal, 66, is the former Global Client Service Partner – Advisory Services at EY. As per public sources, he is also the founder of VfP Advisors. He has more than 40 years of professional experience. He has worked with Ernst & Young (EY) for over four decades – of which he was a partner for 26 years. He also serves as a director on the board of Aditya Birla Sun Life Trustee Pvt Limited since December 2019 and on Vodafone Idea Ltd since August 2022. He is a Chartered Accountant, a certified Internal Auditor and has done an Advanced Business Strategy Course from INSEAD. We will consider his overall association with the group while computing his tenure. Furthermore, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We note Anjani Kumar Agrawal serves on the board of four listed companies, including Ultratech. Given his full-time responsibilities as CEO of VfP Advisors, we believe the high number of directorships on listed companies are not in keeping with the spirit of the regulation. Therefore, we do not support his appointment."

  28 for7 against
• Appointment of Ms. Sukanya Kripalu [DIN: 06994202] as an Independent nDirector

  ›Against 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, NJ Mutual Fund, Taurus Mutual FundMs. Sukanya Kripalu, 63, runs an independent marketing consultancy – Sukanya Consulting through which she provides marketing strategy, brand and advertising development and marketing training services for insurance, white goods jewellery, textiles, branded staples, FMCG and media industries. She has served as CEO of Quadra Advisory – a WPP group company. She has also worked with Nestlé India Limited, Cadbury India Limited and Kellogg’s India. She is a Graduate from St. Xavier’s College, Mumbai and is an alumnus of the Indian Institute of Management – Calcutta. We raise concern that Ms. Kripalu was on the board of Ultratech Cement Limited and Aditya Birla Fashion & Retail Limited, listed promoter group companies, from 11 October 2014 till 31 August 2024. During her current tenure, her association with the promoter group will cross 10 years. We do not support rotation of tenured Independent Directors within the group as we believe that this is not in line with the spirit of the regulations. We do not support her appointment as an Independent Director.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundAppointment compliant with law. Governance Concern: Prolonged association with the Group.
  • HDFC Mutual FundWith the proposed tenure, Ms. Sukanya Kripalu's association with the group will cross 10 years. We believe that this is not in line with the spirit of the regulations.
  • Invesco Mutual FundMs. Sukanya Kripalu, 63, runs an independent marketing consultancy – Sukanya Consulting through which she provides marketing strategy, brand and advertising development and marketing training services for insurance, white goods jewellery, textiles, branded staples FMCG and media industries. She has served as CEO of Quadra Advisory – a WPP group company. She has also worked with Nestlé India Limited, Cadbury India Limited and Kellogg’s India. She is a Graduate from St. Xavier’s College, Mumbai and is an alumnus of the Indian Institute of Management – Calcutta. We raise concern that Ms. Kripalu was on the board of Ultratech Cement Limited and Aditya Birla Fashion & Retail Limited, listed promoter group companies, from 11 October 2014 till 31 August 2024. During her current tenure, her association with the promoter group will cross 10 years. We do not support rotation of tenured Independent Directors within the group as we believe that this is not in line with the spirit of the regulations. We do not support her appointment as an Independent Director
  • Mirae Asset Mutual FundGiven her directorship within the group in the past, her appointment is not in line with the spirit of the regulations.
  • Nippon India Mutual Fund, PPFAS Mutual FundProlonged association with the Group.
  • Sundaram Mutual Fund"Ms. Sukanya Kripalu, 63, runs an independent marketing consultancy – Sukanya Consulting through which she provides marketing strategy, brand and advertising development and marketing training services for insurance, white goods jewellery, textiles, branded staples, FMCG and media industries. She has served as CEO of Quadra Advisory – a WPP group company. She has also worked with Nestlé India Limited, Cadbury India Limited and Kellogg’s India. She is a Graduate from St. Xavier’s College, Mumbai and is an alumnus of the Indian Institute of Management – Calcutta. We raise concern that Ms. Kripalu was on the board of Ultratech Cement Limited and Aditya Birla Fashion & Retail Limited, listed promoter group companies, from 11 October 2014 till 31 August 2024. During her current tenure, her association with the promoter group will cross 10 years. We do not support rotation of tenured Independent Directors within the group as we believe that this is not in line with the spirit of the regulations. We do not support her appointment as an Independent Director."

  16 for19 against

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

• Consider and adopt the Audited Standalone Financial Statements for the Financial year ended March 31, 2024 together with Report of the Directors and the Auditors thereon.

  32 for0 against
• Consider and adopt the Audited Consolidated Financial Statements for the Financial year ended March 31, 2024 together with Report of the Auditors thereon.

  32 for0 against
• Declaration of Dividend on Equity Shares of the Company for the Financial year ended March 31, 2024.

  32 for0 against
• Not to fill in the vacancy caused by the retirement of Mr. Askaran Agarwala n[DIN: 00023684], who retires by rotation at this Meeting, and does not seek reappointment.

  32 for0 against
• Appointment of Mr. Kumar Mangalam, Birla [DIN: 00012813], who retires by rotation and being eligible, offers himself for re-appointment and continuation in office.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about the director's attendance at board meetings. We have concerns about overboarding.

  31 for1 against
• Ratification of Remuneration of the Cost Auditors for the Financial Year ending March 31, 2025.

  33 for0 against
• Material Related Party Transactions with Grasim Industries Limited for financial year ending March 31, 2025.

  32 for0 against
• Reappointment of Mr. Sudhir Mital [DIN: 08314675], as an Independent Director.

  33 for0 against

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

• Re-appointment of Mr. Praveen Kumar Maheshwari as a Whole-time Director

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted since the board independence norms are not met and Praveen Kumar Maheshwari is a non-independent director nominee.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  30 for2 against
• Appointment of Mr. Arun Adhikari as an Independent Director

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundArun Adhikari, 70, is the former Managing Director for Home and Personal Care of Hindustan Unilever Limited. He also served as the Senior Advisor at McKinsey & Company, India. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders through a special resolution: We do not consider age to be an eligibility criterion for board memberships. Arun Adhikari has been an Independent Director on the board of Ultratech Cement Limited, a group company, since 3 December 2013. We consider his overall association with the Aditya Birla Group while computing his tenure. Given his overall board tenure of more than ten years and his past association with the group, we classify him as non-independent. Thus, we are unable to support his appointment as Independent Director.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Quantum Mutual FundComplaint with law. Governance concern: Prolonged association with the group.
  • Invesco Mutual FundArun Adhikari, 70, is the former Managing Director for Home and Personal Care of Hindustan Unilever Limited. He also served as the Senior Advisor at McKinsey & Company, India. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders through a special resolution: We do not consider age to be an eligibility criterion for board memberships. Arun Adhikari has been an Independent Director on the board of Ultratech Cement Limited, a group company, since 3 December 2013. We consider his overall association with the Aditya Birla Group while computing his tenure. Given his overall board tenure of more than ten years and his past association with the group, we classify him as non-independent. Thus, we are unable to support his appointment as Independent Director
  • JM Financial Mutual FundCompliant with law. Governance concern: Prolonged association with the group.
  • Kotak Mahindra Mutual FundMr. Arun Adhikari is associated with Ultratech Cements Ltd. (group company) since 2013. Therefore, his total association with the group is more than 10 years. This raises a governance concern as his total association with the Group would exceed 10 years. Hence voting against.
  • Nippon India Mutual FundProlonged association with the group
  • NJ Mutual FundProlonged association with group.
  • PPFAS Mutual FundProlonged association with group
  • SBI Mutual FundArun Adhikari, 70, is the former Managing Director for Home and Personal Care of Hindustan Unilever Limited. He also served as the Senior Advisor at McKinsey & Company, India. We do not consider age to be an eligibility criterion for board memberships. We note that he is fully complaint with the regulations of SEBI LODR and Companies Act. However, we note that Arun Adhikari has been an Independent Director on the board of Ultratech Cement Limited, a group company, since 3 December 2013. While the law requires an independent director to not sit on a company’ board for more than 10 years, we interpret the law as restricting the independent director’s tenure up to 10 years in a group, promoted by the same entity. We consider his overall association with the Aditya Birla Group while computing his tenure. Given his overall board tenure of more than ten years and his past association with the group, we classify him as non-independent. Thus, we are unable to support his appointment as Independent Director
  • Zerodha Mutual FundThe existence of long associations with the Company/Group may infringe on the Independence of the proposed appointee.

  15 for17 against
• Appointment of Mr. Sushil Agarwal as a Non-Executive Director

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted since the board independence norms are not met and Sushil Agarwal is a non-independent director nominee.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  30 for2 against
• Re-appointment of Dr. Vikas Balia as an Independent Director

  32 for0 against
• Re-appointment of Mr. Satish Pai as the Managing Director

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundSatish Pai, 62, has been the Managing Director of Hindalco Limited since August 2016. Satish Pai received Rs. 574.1 mn as remuneration in FY23, which was 6.8x that of the other executive director and over 500x of the median employee remuneration for that year. His estimated remuneration in FY24 is Rs. 597.0 mn and for FY25, it is Rs. 744.0 mn, assuming a similar range of stock option grants. His remuneration structure is open-ended with no cap on overall remuneration. A large proportion of the remuneration has been driven by stock option and RSU grants in the past – there is no disclosure on the expected quantum of stock options and RSU grants over the proposed tenure. The company must consider putting an absolute cap on the total remuneration payable to directors and define performance metrics for variable pay. The estimated annual remuneration is high for the size and complexity of the business and high as compared to global peers. The board must disclose the basis of benchmarking Satish Pai’s proposed remuneration.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as: • There is no disclosure or clarity on the quantum of stock options the executive is entitled to receive as part of his total pay. • Significant increase in the compensation is being proposed under the revised remuneration structure. At the upper end of the disclosed range, the estimated remuneration is deemed to be aggressively positioned against market peers.
  • Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundComplainant with Law. Governance Concern: Disparity in the remuneration paid to the Board.
  • HSBC Mutual FundThere is no disclosure or clarity on the quantum of stock options the executive is entitled to receive as part of his total pay.Significant increase in the compensation is being proposed under the revised remuneration structure. At the upper end of the disclosed range, the estimated remuneration is deemed to be aggressively positioned against market peers.
  • Invesco Mutual FundSatish Pai, 62, has been the Managing Director of Hindalco Limited since August 2016. Satish Pai received Rs. 574.1 mn as remuneration in FY23, which was 6.8x that of the other executive director and over 500x of the median employee remuneration for that year. His estimated remuneration in FY24 is Rs. 597.0 mn and for FY25, it is Rs. 744.0 mn, assuming a similar range of stock option grants. His remuneration structure is open-ended with no cap on overall remuneration. A large proportion of the remuneration has been driven by stock option and RSU grants in the past – there is no disclosure on the expected quantum of stock options and RSU grants over the proposed tenure. The company must consider putting an absolute cap on the total remuneration payable to directors and define performance metrics for variable pay. The estimated annual remuneration is high for the size and complexity of the business and high as compared to global peers. The board must disclose the basis of benchmarking Satish Pai’s proposed remuneration
  • Nippon India Mutual FundRemuneration is high
  • NJ Mutual FundComplainant with Law. Governance Concern: Disparity in the remuneration paid to the Board

  20 for13 against

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

• Consider and adopt Audited Standalone & Consolidated Financial Statements of the Company for the financial year ended on March 31, 2023 and the reports of the directors and auditors thereon

  26 for0 against
• Declaration of Dividend on Equity Shares of the Company for the Financial year ended March 31, 2023.

  26 for0 against
• Revision of Remuneration of the Statutory Auditors of the Company

  26 for0 against
• Consider and Appoint Director in place of Mrs. Rajashree Birla who retires from office by rotation, and being eligible, offers herself for re-appointment and continuation in office

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundThe board independence norms are not met (after reclassification) and Rajashree Birla is a non-independent director nominee.Rajashree Birla 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.

  25 for1 against
• Ratification of Remuneration of the Cost Auditors for the Financial Year ending March 31, 2024

  22 for0 against
• Re-appointment of Mr. Praveen Kumar Maheshwari (DIN: 00174361)as the Whole-time Director of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundThe board independence norms are not met (after reclassification) and Praveen Kumar Maheshwari is a non-independent director nominee.

  26 for1 against
• Change in place of keeping and inspection of Register and Index of Members, etc.

  26 for0 against