Kaynes Technology India MD, chairman and AGM

• Appointment of Dr. Muthukumar Narayanaswamy (DIN: 06708535) as Director and Managing Director of the Company, liable to retire by rotation, to hold office for a period of 5 (five) consecutive years i.e., from 24th September 2025 to 23rd September 2030MoreLess

  ›Against Bank of India Mutual Fund, Canara Robeco Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Bank of India Mutual Fund, Canara Robeco Mutual Fund, Jio BlackRock Mutual FundDr. Muthukumar N., 60, has around four decades of experience and has led major transformations at TTK-LIG, TVS Group, and Sundaram Rubber, and served as President & COO at Cummins Meritor.While we support his appointment as Managing Director, we do not support the resolution because of the open-ended remuneration structure. His cash pay is not expected to exceed Rs. 18.0 mn per annum, however, there is no clarity on the stock options that he is eligible to receive: there are currently two active ESOP schemes. The resolution gives flexibility to the board to decide the stock options, without any tangible contours. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, we do not support the resolution.
  • Invesco Mutual FundDr. Muthukumar N., 60, has around four decades of experience and has led major transformations at TTK-LIG, TVS Group, and Sundaram Rubber, and served as President & COO at Cummins Meritor. While we support his appointment as Managing Director, we do not support the resolution because of the open-ended remuneration structure. His cash pay is not expected to exceed Rs. 18.0 mn per annum, however, there is no clarity on the stock options that he is eligible to receive: there are currently two active ESOP schemes. The resolution gives flexibility to the board to decide the stock options, without any tangible contours. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, we do not support the resolution.
  • Mirae Asset Mutual FundWhile we support his appointment as Managing Director, we do not support the resolution because of the open-ended remuneration structure.

  26 for5 against
• To Change the designation of Mr. Ramesh Kunhikannan (DIN:020263167) as an Executive Vice Chairman in the category of Whole time director of the company

  31 for0 against

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

• To receive, consider and adopt the Audited Financial Statements (including the Consolidated Financial Statements) of the Company for the year ended 31 March, 2025, together with the Reports of the Board of Directors and the Auditors thereonMoreLess

  30 for0 against
• To appoint a director in place of Mr. Ramesh Kunhikannan (DIN: 02063167), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

  30 for0 against
• To approve the appointment of Mr. Vijayakrishna KT, Company Secretary in Practice as Secretarial Auditor for a period of 5 (Five) consecutive years

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

  • Angel One Mutual FundTransparency Concern: The Company has not disclosed the Audit Fee paid to outgoing Secretarial Auditor, thus, material change in the proposed audit fee vs past audit fee cannot be ascertained, if any.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of proposed Auditors. Transparency Concern: The Company has not disclosed the Audit Fee paid to outgoing Secretarial Auditor, thus, material change in the proposed audit fee vs past audit fee cannot be ascertained, if any.

  26 for4 against
• To ratify the Remuneration of Cost Auditor’s.

  8 for0 against
• To approve the continuation of Directorship of Mr. Seeplaputhur Ganapathiramaswamy Murali (DIN: 00348902) as an Independent Director of the Company post attaining the age of 75 years

  30 for0 against
• To approve the amendment in Employees Stock Option Scheme “Kaynes ESOP Scheme 2022”.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Trust Mutual Fund, UTI Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance & Transparency Concern: Extension of vesting period of existing grants does not appear to be aligned with the employees’ interests and Company has not provided adequate clarifications in this regard.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Trust Mutual FundCompliant with law. Governance & Transparency Concern: Extension of vesting period of existing grants does not appear to be aligned with the employees’ interests and Company has not provided adequate clarifications in this regard.
  • Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual FundThe amendments relate to the vesting schedule, where the maximum vesting period is proposed to be extended from five years to eight years. The rationale for increasing the vesting period to 8 years is unclear: based on the common market practices, vesting periods are usually around five years or less. Further, under the Kaynes ESOP 2022 Scheme, up to 923,160 options can be issued to eligible employees. The entire pool has already been granted, with only lapsed options being available for re-grant. The exercise price has not been clearly disclosed and remains at the discretion of the Nomination and Remuneration Committee (NRC). In the past, stock options under this scheme have been granted at a significant discount to the prevailing market price. We do not favour schemes where there is no clarity on exercise price, or the exercise price is at a significant discount (>20%) to market price, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. In this case, the exercise price under the Kaynes ESOP 2022 scheme lacks clarity. As we have not supported this scheme in the past, we do not support the proposed amendments. Hence, we do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • There is a lack of clarity on impact of the extension of vesting period on the existing grants and if it would provide additional time to meet the targets for performance parameters on the achievement of which the granted options would vest. • An increase in vesting period has an implication on the cost of the scheme.
  • Invesco Mutual FundThe amendments relate to the vesting schedule, where the maximum vesting period is proposed to be extended from five years to eight years. The rationale for increasing the vesting period to 8 years is unclear: based on the common market practices, vesting periods are usually around five years or less. Further, under the Kaynes ESOP 2022 Scheme, up to 923,160 options can be issued to eligible employees. The entire pool has already been granted, with only lapsed options being available for re-grant. The exercise price has not been clearly disclosed and remains at the discretion of the Nomination and Remuneration Committee (NRC). In the past, stock options under this scheme have been granted at a significant discount to the prevailing market price. We do not favour schemes where there is no clarity on exercise price, or the exercise price is at a significant discount (>20%) to market price, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. In this case, the exercise price under the Kaynes ESOP 2022 scheme lacks clarity. As we have not supported this scheme in the past, we do not support the proposed amendments. Hence, we do not support the resolution
  • Mirae Asset Mutual FundThe exercise price has not been clearly disclosed and remains at the discretion of the Nomination and Remuneration Committee (NRC). Hence, we do not support the resolution.
  • UTI Mutual FundThe amendments relate to the vesting schedule, where the maximum vesting period is proposed to be extended from five years to eight years. The rationale for increasing the vesting period to 8 years is unclear: based on the common market practices, vesting periods are usually around five years or less. The exercise price has not been clearly disclosed and remains at the discretion of the Nomination and Remuneration Committee (NRC). In the past, stock options under this scheme have been granted at a significant discount to the prevailing market price.

  15 for15 against
• To approve the amendment in Employees Stock Option Scheme “Kaynes ESOP Scheme 2023”.

  ›Against Bank of India Mutual Fund, Franklin Templeton Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual FundThe proposed amendments relate to the vesting schedule, where the maximum vesting period is proposed to be extended from five years to eight years. The rationale for increasing the vesting period to 8 years is unclear: based on the common market practices, vesting periods are usually around five years or less. Further, under the Kaynes ESOP 2023 Scheme, up to 581,337 options can be issued. The scheme is yet to be implemented. The exercise price under this scheme would be at 25% discount to the latest available closing price on NSE prior to the date of the meeting of the Nomination and Remuneration Committee (NRC) in which the options are granted. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. In this case, the options will be granted at a 25% discount to the prevailing market price, with time-based vesting As we have not supported this scheme in the past, we do not support the proposed amendments. Hence, we do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • There is a lack of clarity on impact of the extension of vesting period on the existing grants and if it would provide additional time to meet the targets for performance parameters on the achievement of which the granted options would vest. • An increase in vesting period has an implication on the cost of the scheme.
  • Invesco Mutual FundThe proposed amendments relate to the vesting schedule, where the maximum vesting period is proposed to be extended from five years to eight years. The rationale for increasing the vesting period to 8 years is unclear: based on the common market practices, vesting periods are usually around five years or less. Further, under the Kaynes ESOP 2023 Scheme, up to 581,337 options can be issued. The scheme is yet to be implemented. The exercise price under this scheme would be at 25% discount to the latest available closing price on NSE prior to the date of the meeting of the Nomination and Remuneration Committee (NRC) in which the options are granted. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. In this case, the options will be granted at a 25% discount to the prevailing market price, with time-based vesting As we have not supported this scheme in the past, we do not support the proposed amendments. Hence, we do not support the resolution
  • Mirae Asset Mutual FundThe exercise price under this scheme would be at 25% discount to the latest available closing price on NSE prior to the date of the meeting of the Nomination and Remuneration Committee (NRC). Hence, we do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Lack of Clarity
  • UTI Mutual FundThe proposed amendments relate to the vesting schedule, where the maximum vesting period is proposed to be extended from five years to eight years. The rationale for increasing the vesting period to 8 years is unclear: based on the common market practices, vesting periods are usually around five years or less. Further, under the Kaynes ESOP 2023 Scheme, up to 581,337 options can be issued. The scheme is yet to be implemented. The exercise price under this scheme would be at 25% discount to the latest available closing price on NSE prior to the date of the meeting of the Nomination and Remuneration Committee (NRC) in which the options are granted. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. In this case, the options will be granted at a 25% discount to the prevailing market price, with time-based vesting.

  22 for8 against
• To grant loans and guarantees to any bodies corporate and persons and investments in any body corporate pursuant to Section 186 of the Companies Act 2013

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Trust Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Blanket approval without adequate disclosures with respect to specific plan for utilization of said limit, the recipient of the proposed loans/ investments.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Trust Mutual FundCompliant with the law. Governance & Transparency Concern: Blanket approval without adequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments.
  • Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual FundAs on 31 March 2025, the company has outstanding guarantees of Rs. 2.1 bn, loans to subsidiaries of Rs. 6.9 bn and investments in subsidiaries of Rs. 1.6 bn aggregating to Rs. 10.7 bn. While the company has primarily supported subsidiaries in the past, the current approval is enabling, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. We believe the company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted due to lack of information.
  • Invesco Mutual FundAs on 31 March 2025, the company has outstanding guarantees of Rs. 2.1 bn, loans to subsidiaries of Rs. 6.9 bn and investments in subsidiaries of Rs. 1.6 bn aggregating to Rs. 10.7 bn. While the company has primarily supported subsidiaries in the past, the current approval is enabling, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. We believe the company must disclose granular details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution
  • Mirae Asset Mutual FundGiven the lack of details, we are unable to support the resolution.
  • Nippon India Mutual FundGovernance & Transparency Concern: Blanket approval without adequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments.
  • UTI Mutual FundAs on 31 March 2025, the company has outstanding guarantees of Rs. 2.1 bn, loans to subsidiaries of Rs. 6.9 bn and investments in subsidiaries of Rs. 1.6 bn aggregating to Rs. 10.7 bn. While the company has primarily supported subsidiaries in the past, the current approval is enabling, and it allows the company to give loans/ guarantees/ provide securities to any company in which directors are interested, including promoter companies and companies with common directorships. We believe the company must disclose granular details including names of these companies, the nature and size of their operations and terms of support. Given the lack of clarity, we are unable to support the resolution.

  15 for15 against

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

• Approval for raising of funds through issuance of securites.

  3 for0 against

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

• To receive, consider and adopt the Audited Financial Statements (including the consolidated financial statements) of the Company for the year ended 31 March, 2024, together with the Reports of the Board of Directors and the Auditors thereonMoreLess

  19 for0 against
• To appoint a Director in place of Mr. Jairam Paravastu Sampath (DIN: 08064368), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment

  19 for0 against
• To approve and adopt Employee Stock Option Scheme called “Kaynes ESOP Scheme 2023”.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: No absolute cap on maximum number of options per employee.
  • Bank of India Mutual FundThe company intends to offer a maximum of 581,337 options exercisable into equity shares of Rs. 10.0 each. The implementation of Kaynes ESOP 2023 will lead to a maximum dilution of 0.9% on the expanded capital base. The exercise price under the scheme would be at 25% discount of the latest available closing price on NSE prior to the date of the meeting of the Nomination and Remuneration Committee (NRC) in which the options are granted. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to detailed performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. The company must also disclose specific pre-defined performance targets for such parameters. In the current case, the compensation committee has the authority to determine performance parameters, targets and to alter such terms. In absence of granular clarity on such parameters and targets, we are unable to support the resolution.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a discount to the current market price. • The company has not specified objective performance metrics, performance targets and thresholds for vesting.
  • Invesco Mutual FundThe company intends to offer a maximum of 581,337 options exercisable into equity shares of Rs. 10.0 each. The implementation of Kaynes ESOP 2023 will lead to a maximum dilution of 0.9% on the expanded capital base. The exercise price under the scheme would be at 25% discount of the latest available closing price on NSE prior to the date of the meeting of the Nomination and Remuneration Committee (NRC) in which the options are granted. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to detailed performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. The company must also disclose specific pre-defined performance targets for such parameters. In the current case, the compensation committee has the authority to determine performance parameters, targets and to alter such terms. In absence of granular clarity on such parameters and targets, we are unable to support the resolution
  • Kotak Mahindra Mutual FundThe company has mentioned the Exercise Price to be at 25% discount. We do not favour ESOP schemes where options are granted at a significant discount to market price since there is no alignment between the interests of investors and those of employees. Moreover, the Company has not placed an absolute cap on the maximum number of options that can be granted to a single employee. It has only disclosed that the Maximum Number of ESOPs can be granted to an Employee shall be less than the 1% of the issued capital. The Company has disclosed that the maximum number of options that may be granted to any specific employee shall be less than 1% of the issued capital, which comes to entire pool of stock options viz. 5,81,337. Since, the Exercise Price is closing price at a discount of 25%, this will lead to a significant economic benefit in excess of ~ 75 Crores to a single Employee (Considering Market Price of 5,197.50 as on 21st August 2024). Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  9 for10 against
• To approve granting of Employee Stock Options to the employees / directors of subsidiary(ies) of the Company under the “Kaynes ESOP Scheme, 2023”

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, Trust Mutual FundCompliant with law. Governance Concern: No absolute cap on maximum number of options per employee.
  • Bank of India Mutual Fund, Invesco Mutual FundThrough resolution #7, the company seeks to extend the benefits of Apollo ESOP 2024 to the employees of subsidiaries. Although we do support the extension of ESOP schemes to employees of unlisted subsidiaries, our view is linked to resolution #6.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a discount to the current market price. • The company has not specified objective performance metrics, performance targets and thresholds for vesting.
  • Kotak Mahindra Mutual FundOur views are linked with resolution #4.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  9 for10 against
• To ratify the remuneration of Cost Auditors.

  3 for0 against

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

• TO CONSIDER AND APPROVE RAISING OF FUNDS THROUGH ISSUANCE OF SECURITIES

  3 for0 against

• To receive, consider and adopt the Audited Financial Statements (including the consolidated financial statements) of the Company for the year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereonMoreLess

  12 for0 against
• To appoint a Director in place of Mrs. Savitha Ramesh (DIN: 01756684), who retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCombined position of Chairperson & ED.

  11 for1 against
• To consider and, if thought fit, ratify the remuneration payable to Messrs. GA and Associates, Cost Accountants, Bengaluru (Firm Registration Number: 000409), Cost Auditors of the Company, for the financial year ending March 31, 2024 and pass the following resolution as an Ordinary ResolutionMoreLess

  12 for0 against
• To re-appoint Mr. Ramesh Kunhikannan (DIN: 02063167) as Managing Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution

  12 for0 against
• To re-appoint Mrs. Savitha Ramesh (DIN: 01756684) as Executive Chairperson & Whole-time Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special ResolutionMoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCombined position of Chairperson & ED.

  11 for1 against
• To appoint Mr. Heinz Franz Moitzi (DIN: 00323506) as an Independent Director of the Company and if thought fit, to pass, the following resolution as a Special Resolution

  12 for0 against
• To consider and ratify the Kaynes ESOP Scheme 2022 and if thought fit, to pass, the following resolution as a Special Resolution

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual FundUnder the scheme, up to 923,160 options can be issued to employees of the company, which have already been granted. Lapsed options can be added back to the grant pool. The maximum dilution for the total scheme is 1.6%, on the extended capital base. The exercise price is not clearly disclosed and can be at the discretion of the nomination and remuneration committee. Therefore, it can be as low as the face value of Rs. 10.0 per share, which would represent a discount of ~99.5% to the current market price. We do not favour ESOP schemes where options are granted at a significant discount (of more than 20%) to the market price or if there is inadequate clarity on the exercise price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount. Hence, we do not support the resolution.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Invesco Mutual FundUnder the scheme, up to 923,160 options can be issued to employees of the company, which have already been granted. Lapsed options can be added back to the grant pool. The maximum dilution for the total scheme is 1.6%, on the extended capital base. The exercise price is not clearly disclosed and can be at the discretion of the nomination and remuneration committee. Therefore, it can be as low as the face value of Rs. 10.0 per share, which would represent a discount of ~99.5% to the current market price. We do not favour ESOP schemes where options are granted at a significant discount (of more than 20%) to the market price or if there is inadequate clarity on the exercise price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount. Hence, we do not support the resolution

  8 for4 against