PNB Housing Finance CEO, chairman, board of directors and AGM

• Appointment of Mr D. Surendran (DIN: 10174317) as Nominee Non-Executive Director of the Company

  38 for0 against

• 1. Ordinary Resolution: To receive, consider and adopt the; a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon; and b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.MoreLess

  31 for0 against
• To declare a dividend of INR 5/- per equity share of face value of INR 10/- each for the financial year ended March 31, 2025.

  31 for0 against
• To re-appoint Mr. Dilip Kumar Jain (DIN: 06822012) as a Non-Executive Nominee Director, who retires by rotation at the ensuing meeting and being eligible, offers himself for re-appointment, in terms of Section 152(6) of the Companies Act, 2013.MoreLess

  31 for0 against
• Appointment of M/s Vinod Kothari & Company, Company Secretaries as Secretarial Auditors of the Company.

  31 for0 against
• Approval for material related party transactions with Punjab National Bank.

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Inadequate Disclosures – The Company has included an open ended transaction under the proposed Related Party Transactions without any monetary cap.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate Disclosures – The Company has included an open-ended transaction under the proposed RPTs without any monetary cap.
  • Nippon India Mutual FundTransparency concern: No adequate disclosure
  • PGIM India Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate Disclosures The Company has included an open-ended transaction under the proposed RPTs without any monetary cap.
  • PPFAS Mutual FundInadequate Disclosure – Open Ended Transaction included in RPT without any monetary cap

  24 for7 against
• Approval for material related party transactions with PNB Gilts Limited.

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Inadequate Disclosures – The Company has included an open ended transaction under the proposed Related Party Transactions without any monetary cap.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate Disclosures – The Company has included an open-ended transaction under the proposed RPTs without any monetary cap.
  • Nippon India Mutual FundTransparency concern: No adequate disclosure
  • PGIM India Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate Disclosures The Company has included an open-ended transaction under the proposed RPTs without any monetary cap.
  • PPFAS Mutual FundInadequate Disclosure – Open Ended Transaction included in RPT without any monetary cap

  24 for7 against
• Offer or invitation for subscription of Non-Convertible Debentures (NCDs) or bonds, secured or unsecured, of any nature up to an amount not exceeding INR 10,000 Crore, on private placement.

  31 for0 against
• Approval of Commission to Independent Directors and Non-Executive non-Nominee Director

  31 for0 against
• Alteration of the Object Clause of the Memorandum of Association of the Company

  31 for0 against

• Re-appointment of Dr. Tejendra Mohan Bhasin (DIN:03091429) as an Independent Director for the second tenure upto April 01,2030.

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, WhiteOak Capital Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, WhiteOak Capital Mutual FundDr. Tejendra Mohan Bhasin, 69, has 37 years of banking experience and he served as the Chairperson and Managing Director of Indian Bank from 2010 to 2015. He was appointed as the Vigilance Commissioner in Central Vigilance Commission (CVC) in June 2015 to 2019 and has also chaired Advisory Board for Banking and Financial Frauds (constituted by CVC and RBI) from August 2019 to August 2023. He was appointed on the board as Independent Director from 2 April 2020. He has attended all thirteen board meetings held in FY24 and all eleven board meetings held in FY25 till 25 January 2025. We note that Dr. Tejendra Mohan Bhasin and Ms. Anjali Bhasin have received rental payments from PNB Housing Finance Limited. The rental payments have ranged between Rs. 2.1 mn and Rs. 2.4 mn per annum between FY21 and FY24 and Rs. 1.2 mn in H1FY25. This business relationship creates a potential conflict of interest. Thus, we do not consider T. M. Bhasin to be an Independent Director on the board. We are unable to support the resolution.
  • Bajaj Finserv Mutual Fund"The Company had appointed Mr. Tejendra M. Bhasin as an independent director, to hold office for a term of 5 (five) consecutive years w.e.f. 2nd April, 2020 to 1st April, 2025, not liable to retire by rotation. Now, the Company is seeking shareholders’ approval to re-appoint Mr. Tejendra M. Bhasin as an Independent Director of the Company to hold office for a second term of five consecutive years commencing from 2nd April, 2025 up to 1st April, 2030 (both days inclusive), not be liable to retire by rotation. Dr. T.M. Bhasin has been a career Banker for 37 years with notable roles as the Chairman and Managing Director of Indian Bank (from 2010 to 2015). He was appointed as the Vigilance Commissioner of India by Hon'ble President of India in CVC (in June 2015 to 2019) and has also chaired Advisory Board for Banking and Financial Frauds (constituted by CVC and RBI) from August 2019 to August 2023. It is noted that Dr. Tejendra Mohan Bhasin serve as an ID on the Board of the Company (PNB Housing Finance Ltd.) where SEBI had questioned the conduct of PNB Housing Finance Ltd.’s Board by asking why action shouldn’t be taken against them for not following rules with respect to PNB Housing Finance’s preferential issue. While the case initiated by SEBI was settled by all the directors (12) of the PNBHF at that time and the Company PNB Housing Finance Ltd., legally there is no case left against them. Further it was alleged that the applicants had failed to obtain a registered valuer's report in accordance with the company's Articles of Association (AoA) and also failed to take into account the interests of all the stakeholders by not accounting for control premium in the pricing of the preferential issue. Case was settled case through a settlement order ""without admitting or denying the findings"" We would also like to highlight that the Company has proposed his re-appointment as an Independent Director on the Board for a period of 5 years w.e.f. 2nd April, 2025 up to 1st April, 2030, which will lead to association of more than 10 years at the end of the 2nd term. While on legal grounds, Companies Act, 2013 restricts the tenure of IDs with a Company for 2 consecutive terms of up to 5 years each but as a best corporate governance practice we are highlighting this concerns as well Basis this we are voting against the resolution."
  • Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundRe-appointment compliant with law. Governance concern: In the opinion of SES, the Director has failed in his fiduciary duty to protect the interest of minority shareholders in the PNB Housing Finance Ltd in the past. Proposed term will lead to prolonged association with the group.
  • HDFC Mutual FundDr. Tejendra Mohan Bhasin, 69, has 37 years of banking experience and he served as the Chairperson and Managing Director of Indian Bank from 2010 to 2015. He has been on the board of PNB Gilts, group company, since July 2019 - he will complete 10 years of association with the group company, during his tenure. Therefore, we are unable to support his reappointment as Independent Director.
  • ICICI Prudential Mutual FundDr. Tejendra Bhasin also serves as Independent Director on the Board of PNB Gilts Ltd. (promoter group company) since July 30, 2019. The company has proposed his re-appointment as an Independent Director on the Board of PNB Housing Finance for a period of 5 years w.e.f. 2nd April, 2025 up to 1st April, 2030, which will lead to association of more than 10 years at the end of the second term. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundDr. Tejendra Mohan Bhasin, 69, has 37 years of banking experience. We note that Dr. Tejendra Mohan Bhasin has received rental payments from PNB Housing Finance Limited. The rental payments have ranged between Rs. 2.1 mn and Rs. 2.4 mn per annum between FY21 and FY24 and Rs. 1.2 mn in H1FY25. This business relationship creates a potential conflict of interest. Thus, we do not consider T. M. Bhasin to be an Independent Director on the board. We are unable to support the resolution.
  • Nippon India Mutual FundProfile of the Candidate

  12 for13 against

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

• Adoption of Consolidated and Standalone financial statements for the year ended March 31, 2024 together with the Reports of the Board and Auditors, thereon.

  20 for0 against
• Re-appointment of Mr Dilip Kumar Jain as a Director.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • Dilip Kumar Jain has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.

  19 for1 against
• To appoint M/s. CNK & Associates LLP (Firm Registration No.101961 W/W-100036) as Joint Statutory Auditors of the Company.

  19 for0 against
• To appoint M/s M. M. Nissim & Co LLP (Firm Registration No. 107122 W/W-100672) as Joint Statutory Auditors of the Company.

  19 for0 against
• Approval for material related party transactions with Punjab National Bank.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted given: • The aggregate value of few transactions has not been disclosed. • The nature of these transactions has been left open-ended and includes non-routine items like brand royalty payments

  19 for1 against
• Approval for material related party transactions with PNB Gilts Limited.

  20 for0 against
• Offer or invitation for subscription of Non-Convertible Debentures (NCDs) or bonds, secured or unsecured, of any nature up to an amount not exceeding Rs.10,000 Crore, on private placement.

  20 for0 against
• To appoint Mr. Neeraj Madan Vyas (DIN:07053788) as an Independent Director.

  ›Against Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Mahindra Manulife Mutual FundNo concern w.r.t merits of proposed appointee. Compliance Concern: No cooling off Period served after resigning the ID on the Board. Governance Concern: Immediately appointed as ID, after serving NI-NED and has not served Cooling off period of three years., Ex_x0002_Employee
  • DSP Mutual Fund, Sundaram Mutual FundNeeraj Madan Vyas, 66, is the former Deputy Managing Director and Chief Operating Officer of SBI. He was appointed as Independent Director on the board of PNB Housing Finance from 15 April 2019 to 28 April 2020. On 28 April 2020, Sanjaya Gupta retired as the Managing Director from the board post completion of his tenure. Following this, Neeraj Madan Vyas was appointed as Interim Managing Director and CEO on 28 April 2020 to 10 August 2020. With the appointment of Hardayal Prasad as the MD and CEO from 10 August 2020, the company appointed him as non-executive non-independent director from 1 September 2020. The notice states that Neeraj Vyas has become eligible to be appointed as an Independent Director after 1 April 2024: the company has considered his tenure as non-executive non-independent director to be cooling period required under regulations for a former employee to be appointed as Independent Director. We do not support this interpretation of the regulation – we believe the director should have had a complete disassociation from the company and the group for it to be considered cooling period. Therefore, we do not support Neeraj Madan Vyas’ appointment as Independent Director.
  • HDFC Mutual FundThere was no cooling off period served
  • HSBC Mutual FundA vote AGAINST the election of Neeraj Madan Vyas is warranted because he has been reclassified as non-independent as per our reclassification and is being proposed to be appointed as an independent director.
  • ICICI Prudential Mutual FundMr. Neeraj Madan Vyas was appointed as Independent Director on the board of PNB Housing Finance from 15 April 2019 to 28 April 2020. Post retirement of Mr. Sanjaya Gupta on April 28, 2020, as the Managing Director from the board post completion of his tenure, Mr. Vyas was appointed as Interim Managing Director and CEO between April 28, 2020 to August 10, 2020. With the appointment of Mr. Hardayal Prasad as the MD and CEO from August 10, 2020, the company appointed Mr. Vyas as non-executive non-independent director from September 01, 2020. Given Mr. Vyas’ continued association with the company, there is no cooling off period. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundNeeraj Madan Vyas, 66, is the former Deputy Managing Director and Chief Operating Officer of SBI. He was appointed as Independent Director on the board of PNB Housing Finance from 15 April 2019 to 28 April 2020. On 28 April 2020, Sanjaya Gupta retired as the Managing Director from the board post completion of his tenure. Following this, Neeraj Madan Vyas was appointed as Interim Managing Director and CEO on 28 April 2020 to 10 August 2020. With the appointment of Hardayal Prasad as the MD and CEO from 10 August 2020, the company appointed him as non-executive non-independent director from 1 September 2020. The notice states that Neeraj Vyas has become eligible to be appointed as an Independent Director after 1 April 2024: the company has considered his tenure as non-executive non-independent director to be cooling period required under regulations for a former employee to be appointed as Independent Director. We do not support this interpretation of the regulation we believe the director should have had a complete disassociation from the company and the group for it to be considered cooling period. Therefore, we do not support Neeraj Madan Vyas appointment as Independent Director.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual Fund, Nippon India Mutual FundNo concern w.r.t merits of proposed appointee. Compliance Concern: No cooling off Period served after resigning the ID on the Board. Governance Concern: Immediately appointed as ID, after serving NI-NED and has not served Cooling off period of three years., ExEmployee

  8 for12 against

• Re-appointment of Ms. Gita Nayyar (DIN:07128438) as an Independent Director

  13 for0 against

• To receive, consider and adopt:na) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 and the Report of the Board of Directors and Auditors thereon; andnb) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 and the Report of the Auditors thereon.nMoreLess

  8 for0 against
• To appoint Mr. Sunil Kaul (DIN: 05102910) as Non-Executive Nominee Director, who retires by rotation and being eligible, offers himself for reappointment

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: In the opinion of SES, the Director has failed in his fiduciary duty to protect the interest of minority shareholders.

  7 for1 against
• To appoint Mr. Atul Kumar Goel (DIN: 07266897) as Non-Executive Nominee Director, who retires by rotation and being eligible, offers himself for re-appointment.

  8 for0 against
• To borrow funds and issue of NonConvertible Debentures (NCDs) on private placement basis.

  8 for0 against
• Approval of material related party transactions with Punjab National Bank

  8 for0 against
• Approval of material related party transactions with PNB Gilts Limited

  8 for0 against
• Approval of alteration of Articles of Association of the Company.

  8 for0 against