Indus Towers CEO, chairman, board of directors and AGM

• To re-appoint Mr. Sharad Bhansali (DIN:08964527) as an Independent Director of the Company.

  36 for0 against

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

• To receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025

  32 for0 against
• To re-appoint Mr. Prachur Sah (DIN: 07871676) as a Director liable to retire by rotation

  34 for0 against
• To re-appoint Mr. Harjeet Singh Kohli (DIN: 07575784) as a Director liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because:• The board independence norms are not met and the nominee is a non-independent director nominee.

  33 for1 against
• To approve Material Related Party Transaction(s) with Bharti Airtel Limited

  34 for0 against
• To approve Material Related Party Transaction(s) with Bharti Hexacom Limited

  34 for0 against
• To approve payment of commission to the Non-Executive Directors

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual Fund, Unifi Mutual FundThe company seeks shareholder approval for payment of commission to Non-Executive Directors not exceeding 1% of the net profit provided that the aggregate commission payable per annum will not exceed Rs 75.0 mn. This proposed ceiling represents approximately 0.1% of the company’s current net profits. In the past five years, the aggregate commission has not exceeded Rs. 18.0 mn. Hence, the company must clarify the reason for seeking approval for a high cap of Rs. 75.0 mn. Given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review such payments. Thus, we do not support the resolution.
  • Invesco Mutual FundThe company seeks shareholder approval for payment of commission to Non-Executive Directors not exceeding 1% of the net profit provided that the aggregate commission payable per annum will not exceed Rs. 75.0 mn. This proposed ceiling represents approximately 0.1% of the company’s current net profits. In the past five years, the aggregate commission has not exceeded Rs. 18.0 mn. Hence, the company must clarify the reason for seeking approval for a high cap of Rs. 75.0 mn. Given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review such payments. Thus, we do not support the resolution.

  29 for5 against
• To appoint Secretarial Auditors of the Company

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

  • Angel One Mutual Fund, LIC Mutual FundTransparency concern: The Company has not disclosed the Audit Fee paid to the Outgoing Secretarial Auditor.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with Law. Transparency concern: The Company has not disclosed the Audit Fee paid to the Outgoing Secretarial Auditor.
  • PPFAS Mutual FundNon-disclosure of the audit fee paid to outgoing auditors

  26 for8 against

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

• To approve material related party transaction for purchase/ acquisition of Passive Infrastructure Business Undertaking comprising mobile/ wireless communication towers and related infrastructure, from Bharti Airtel LimitedMoreLess

  32 for0 against
• To approve material related party transaction for purchase/ acquisition of Passive Infrastructure Business Undertaking comprising mobile/ wireless communication towers and related infrastructure, from Bharti Hexacom LimitedMoreLess

  33 for0 against

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

• Alteration of the Articles of Association of the Company

  32 for0 against
• Appointment of Mr. Rakesh Bharti Mittal (DIN: 00042494) as a Non-Executive Director, liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board independence norms are not met (based on our reclassification) and Rakesh Bharti Mittal (Item 2) and Soumen Ray (Item 3) are non-independent director nominees.

  31 for1 against
• Appointment of Mr. Soumen Ray (DIN: 09484511) as a Non-Executive Director, liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The board independence norms are not met (based on our reclassification) and Rakesh Bharti Mittal (Item 2) and Soumen Ray (Item 3) are non-independent director nominees.

  31 for1 against

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

• To receive, consider and adopt the audited standalone and consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024

  31 for0 against
• Re-appointment of Mr. Sunil Sood (DIN:03132202) as a Director liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  32 for1 against
• Re-appointment of Mr. Rajan Bharti Mittal (DIN:00028016) as a Director liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  32 for1 against
• Re-appointment of Mr. Gopal Vittal (DIN:02291778) as a Director liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  32 for1 against
• To approve Material Related Party Transaction(s) with Bharti Airtel Limited

  33 for0 against
• To approve Material Related Party Transaction(s) with Bharti Hexacom Limited

  33 for0 against
• To approve Material Related Party Transactions with Vodafone Idea Limited

  33 for0 against
• Appointment of Mr. Jagdish Saksena Deepak (DIN: 02194470) as a Director liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  32 for1 against

• Appointment of Mr. Dinesh Kumar Mittal (DIN: 00040000) as an Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Navi Mutual FundDinesh Kumar Mittal, 71, is a retired IAS Officer and the former Secretary – Department of Financial Services. During his professional tenure he has worked with the RBI, LIC, SBI, IIFCL and IIFCL (UK). He has held various positions in the Government of India including Secretary - Ministry of Corporate Affairs and Additional Secretary - Department of Commerce. Through this resolution, the company also seeks his continuation on the board once he attains 75 years of age on 25 January 2028.We raise concern that he was on the board of Bharti Airtel Limited, a promoter group company, from 13 March 2014 till 13 March 2024. Bharti Airtel Limited owns 47.95% equity stake in the company (as on 31 March 2024). Thus, his association with the Bharti Airtel Group has crossed ten 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 recognize that Bharti Airtel is not the sole promoter of the company - Indus Towers is a Joint Venture between Bharti Airtel and Vodafone Group. Notwithstanding, Bharti Airtel is the dominant promoter with 47.95% shareholding. Therefore, given his group association, we do not support the resolution.
  • Axis Mutual FundDinesh Kumar Mittal, 71, is a retired IAS Officer and the former Secretary – Department of Financial Services. During his professional tenure he has worked with the RBI, LIC, SBI, IIFCL and IIFCL (UK). He has held various positions in the Government of India including Secretary - Ministry of Corporate Affairs and Additional Secretary - Department of Commerce. Through this resolution, the company also seeks his continuation on the board once he attains 75 years of age on 25 January 2028. We raise concern that he was on the board of Bharti Airtel Limited, a promoter group company, from 13 March 2014 till 13 March 2024. Bharti Airtel Limited owns 47.95% equity stake in the company (as on 31 March 2024). Thus, his association with the Bharti Airtel Group has crossed ten 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 are unable to support his appointment.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual FundAppointment Compliant with law. Governance Concern: The proposed term will lead to prolonged association.
  • Edelweiss Mutual FundNot fit and proper for the role. Two resolutions combined in one.
  • HSBC Mutual FundThe board independence norms are not met after our re-classification and Dinesh Kumar Mittal has been reclassified as non-independent director nominee, considering his ten years association with the promoter entity
  • Invesco Mutual FundDinesh Kumar Mittal, 71, is a retired IAS Officer and the former Secretary – Department of Financial Services. During his professional tenure he has worked with the RBI, LIC, SBI, IIFCL and IIFCL (UK). He has held various positions in the Government of India including Secretary - Ministry of Corporate Affairs and Additional Secretary - Department of Commerce. Through this resolution, the company also seeks his continuation on the board once he attains 75 years of age on 25 January 2028. We raise concern that he was on the board of Bharti Airtel Limited, a promoter group company, from 13 March 2014 till 13 March 2024. Bharti Airtel Limited owns 47.95% equity stake in the company (as on 31 March 2024). Thus, his association with the Bharti Airtel Group has crossed ten 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 are unable to support his appointment
  • Nippon India Mutual FundProlonged association
  • NJ Mutual FundDinesh Kumar Mittal, 71, is a retired IAS Officer and the former Secretary – Department of Financial Services. During his professional tenure he has worked with the RBI, LIC, SBI, IIFCL and IIFCL (UK). He has held various positions in the Government of India including Secretary - Ministry of Corporate Affairs and Additional Secretary - Department of Commerce. Through this resolution, the company also seeks his continuation on the board once he attains 75 years of age on 25 January 2028. We raise concern that he was on the board of Bharti Airtel Limited, a promoter group company, from 13 March 2014 till 13 March 2024. Bharti Airtel Limited owns 47.95% equity stake in the company (as on 31 March 2024). Thus, his association with the Bharti Airtel Group has crossed ten 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 recognize that Bharti Airtel is not the sole promoter of the company - Indus Towers is a Joint Venture between Bharti Airtel and Vodafone Group. Notwithstanding, Bharti Airtel is the dominant promoter with 47.95% shareholding. Therefore, given his group association, we do not support the resolution.
  • PPFAS Mutual FundProposed term will lead to prolonged association
  • Sundaram Mutual Fund"Dinesh Kumar Mittal, 71, is a retired IAS Officer and the former Secretary – Department of Financial Services. During his professional tenure he has worked with the RBI, LIC, SBI, IIFCL and IIFCL (UK). He has held various positions in the Government of India including Secretary - Ministry of Corporate Affairs and Additional Secretary - Department of Commerce. Through this resolution, the company also seeks his continuation on the board once he attains 75 years of age on 25 January 2028. We raise concern that he was on the board of Bharti Airtel Limited, a promoter group company, from 13 March 2014 till 13 March 2024. Bharti Airtel Limited owns 47.95% equity stake in the company (as on 31 March 2024). Thus, his association with the Bharti Airtel Group has crossed ten 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 are unable to support his appointment."
  • Zerodha Mutual FundThe proposed term will lead to prolonged association.

  14 for16 against