Ujjivan Small Finance Bank CEO, chairman, board of directors and AGM

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 OF THE BANK FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON

  19 for0 against
• TO REAPPOINT MS. CAROL KRIPANAYANA FURTADO (DIN: 07587305), WHO RETIRES BY ROTATION AS A WHOLE-TIME DIRECTOR AND, BEING ELIGIBLE, SEEKS RE-APPOINTMENT

  19 for0 against
• TO APPOINT Mr. K. JAYACHANDRAN, COMPANY SECRETARY IN PRACTICE (CP No: 4031) AS SECRETARIAL AUDITOR OF THE BANK AND TO FIX HIS REMUNERATION

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundGovernance concern: Failure to highlight previous non-compliance by the Bank in the Secretarial Audit Report or Compliance Report.
  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Failure to highlight previous non-compliance by the Bank in the Secretarial Audit Report or Compliance Report.

  15 for3 against

• TO APPROVE THE REAPPOINTMENT OF MS. SUDHA SURESH (DIN: 06480567) AS AN INDEPENDENT DIRECTOR OF THE BANK

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance concern: No cooling off period served from his transition/appointment as non executive director to independent director & ex-employee of Ujjivan Financial Services Ltd erstwhile Promoter Entity.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: No cooling off period served from his transition/appointment as NED to ID & exemployee of UFSL, erstwhile Promoter Entity.
  • Kotak Mahindra Mutual FundMs. Sudha Suresh was appointed as NED w.e.f. 20th August, 2021 and was later appointed as Independent Director w.e.f. 1st April, 2022 of the Bank. Hence, she did not serve the cooling off period between re-designation from NED to ID. The transition from NED to Independent Director was carried out without cooling off period of 3 years. Moreover, Ms. Sudha Suresh, had earlier served as Chief Financial Officer (CFO) from 2008 to 2017 and was later appointed as Managing Director and CEO (MD & CEO) from 2017-2018 in Ujjivan Financial Services Ltd, promoter of the Bank. Hence Ms. Sudha Suresh cannot be classified as independent. Hence voting against.
  • Nippon India Mutual FundNo cooling -off period

  11 for6 against
• TO APPROVE THE REAPPOINTMENT OF MS. ANITA RAMACHANDRAN (DIN: 00118188) AS AN INDEPENDENT DIRECTOR OF THE BANK

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Excessive time commitments as she holds 7 independent directorship along with a full time role. No clarity on holding full time positions.
  • Axis Mutual Fund, Sundaram Mutual FundMs. Anita Ramachandran, 69, is the founder and director of Cerebrus Consultants Private Limited. She has over forty years of experience in corporate strategy and human resource consulting. She has been on the board since 1 July 2022. She attended all nine (89%) board meetings held in FY24 and all eight (100%) board meetings held in FY25 till the date of the notice. She is an Independent Director on the board of seven listed companies (including Ujjivan Small Finance Bank 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 Director of Cerebrus Consultants, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support the resolution.
  • Edelweiss Mutual Fund, Groww Mutual FundCompliant with Law. Governance & Transparency Concern: Excessive time commitments, no clarity on holding full time positions.
  • Kotak Mahindra Mutual FundMs. Anita Ramachandran, presently holds 7 Independent Listed Directorships. Additionally, she is the Founder & Director of Cerebrus Consultants Private Limited, an HR advisory service provider. There is no clarity of her holding a full-time position there. The statutory limit of a director holding a full time position is 7. Since there is no clarity on her holding a full time position in Cerebrus Consultants Private Limited, voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  10 for7 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 OF THE BANK FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON

  13 for0 against
• TO DECLARE FINAL DIVIDEND FOR THE FINANCIAL YEAR 2023-24

  11 for0 against
• TO APPOINT M/S DELOITTE HASKINS & SELLS, CHARTERED ACCOUNTANTS (FRN 117365W) AND M/S ABARNA & ANANTHAN, CHARTERED ACCOUNTANTS (FRN 000003S) AS JOINT STATUTORY AUDITORS OF THE BANK AND TO FIX THEIR REMUNERATIONMoreLess

  13 for0 against
• TO REAPPOINT MR. SAMIT KUMAR GHOSH (DIN:00185369), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, SEEKS RE-APPOINTMENT AS A DIRECTOR

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern identified on the merit of proposed appointee. Governance concern: Proposed appointee is an NRC member, a committee responsible for nominations of Directors, while the Board is non-compliant w.r.t Section 152 of Companies Act.

  11 for2 against
• TO APPROVE THE APPOINTMENT OF MR. SANJEEV NAUTIYAL (DIN: 08075972) AS A DIRECTORn(EXECUTIVE) OF THE BANK

  2 for0 against
• TO APPROVE THE APPOINTMENT AND REMUNERATION OF MR. SANJEEV NAUTIYAL (DIN: 08075972) AS THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE BANK FOR A PERIOD OF 3 YEARS W.E.F JULY 01, 2024

  ›Against Groww Mutual Fund

  • Groww Mutual FundCompliant with law. No concern on merit of proposed appointees. Governance Concern: The Board is Non-Compliant with Section 152(6) of Companies Act as the Bank does not have requisite number retiring directors on the Board.

  11 for1 against
• TO APPROVE THE APPOINTMENT OF MS. CAROL KRIPANAYANA FURTADO (DIN: 07587305) AS AnDIRECTOR (EXECUTIVE) OF THE BANK

  ›Against Groww Mutual Fund

  • Groww Mutual FundCompliant with law. No concern on merit of proposed appointees. Governance Concern: The Board is Non-Compliant with Section 152(6) of Companies Act as the Bank does not have requisite number retiring directors on the Board.

  9 for1 against
• TO APPROVE THE APPOINTMENT AND REMUNERATION OF MS. CAROL KRIPANAYANA FURTADO (DIN: 07587305) AS THE WHOLE-TIME DIRECTOR (WTD) OF THE BANK

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of proposed appointees. Governance Concern: The Board is Non-Compliant with Section 152(6) of Companies Act as the Bank does not have requisite number retiring directors on the Board.

  11 for2 against
• TO APPROVE THE REAPPOINTMENT OF MR. BANAVAR ANANTHARAMAIAH PRABHAKAR (DIN: 02101808) AS AN INDEPENDENT DIRECTOR OF THE BANK

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of proposed appointee. Governance concern: Proposed appointee is a Board Chairperson and NRC member and the Board is non-compliant w.r.t Section 152 of Companies Act; Uncertain terms of re-appointment.

  11 for2 against
• TO APPROVE THE REAPPOINTMENT OF MR.RAVICHANDRAN VENKATARAMAN (DIN: 02064557) AS AN INDEPENDENT DIRECTOR OF THE BANK

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of proposed appointee. Governance concern: Proposed appointee is an NRC member and the Board is non-compliant w.r.t Section 152 of Companies Act.

  11 for2 against
• TO APPROVE THE APPOINTMENT OF MS. MONA KACHHWAHA (DIN: 01856801) AS AN INDEPENDENT DIRECTOR OF THE BANK

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundMs. Mona Kachhwaha, 52, is a Partner at UC Impower, an early-growth stage equity fund, incubated by Unitus Capital. She has over 30 years of experience in banking and impact investing. Previously, she worked at Caspian Impact Investment Adviser, where she managed the India Financial Inclusion Fund. She graduated in mathematics (Hons.) from Delhi University and holds an MBA from XLRI, Jamshedpur. She was on the board of Ujjivan Financial Services Limited from August 2012 to March 2015 and as Independent Director on the board of the bank from December 2017 to August 2021. Given that her association with the group will exceed ten years during the proposed tenure, we do not support her appointment.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on merit of proposed appointee. Governance concern: Prolonged association with the Group.
  • ICICI Prudential Mutual FundMs. Kachhwaha was on the Board of Ujjivan Financial Services Limited from August 2012 to March 2015 and as Independent Director on the Board of the Ujjivan Small Finance Bank from December 2017 to August 2021. Given that, her association with the group will exceed ten years during the proposed tenure, Hence, the AMC has voted against the resolution.
  • Nippon India Mutual FundProlonged association
  • Sundaram Mutual FundMs. Mona Kachhwaha, 52, is a Partner at UC Impower, an early-growth stage equity fund, incubated by Unitus Capital. She has over 30 years of experience in banking and impact investing. Previously, she worked at Caspian Impact Investment Adviser, where she managed the India Financial Inclusion Fund. She graduated in mathematics (Hons.) from Delhi University and holds an MBA from XLRI, Jamshedpur. She was on the board of Ujjivan Financial Services Limited from August 2012 to March 2015 and as Independent Director on the board of the bank from December 2017 to August 2021. Given that her association with the group will exceed ten years during the proposed tenure, we do not support her appointment. The bank may consider appointing her as Non-Executive Non-Independent Director.

  6 for7 against
• TO APPROVE THE ALTERATION TO THE ARTICLES OF ASSOCIATION OF THE BANK IN ORDER TO DELETE THE REFERENCE OF PROMOTER THEREFROM AND TO MAKE OTHER SUITABLE REVISIONS PURSUANT TO THE SCHEME OF AMALGAMATION BEING EFFECTIVEMoreLess

  12 for0 against

• 1) Approve Scheme of Amalgamation between Ujjivan Financial Services Limited (UFSL) and Ujjivan Small Finance Bank Limited (USFB).

  1 for0 against
• Approve Scheme of Amalgamation

  1 for0 against
• Scheme of Amalgamation between Ujjivan Financial Services Limited (Transferor Company) and Ujjivan Small Finance bank Limited (Transferee company) and their respective shareholder and creditors (scheme).MoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Stake of the shareholders of the holding company in the Bank is diluting despite the holding company bringing other assets to the Bank.

  3 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 FINANCIAL STATEMENTS OF THE BANK FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON

  4 for0 against
• TO DECLARE FINAL DIVIDEND FOR THE FINANCIAL YEAR 2022-23

  3 for0 against
• TO REAPPOINT MR. SAMIT KUMAR GHOSH (DIN: 00185369), WHO RETIRES BY ROTATION AS A DIRECTOR AND, BEING ELIGIBLE, SEEKS RE-APPOINTMENT

  4 for0 against
• TO APPROVE THE REAPPOINTMENT OF MS. RAJNI MISHRA (DIN: 08386001) AS AN INDEPENDENT DIRECTOR OF THE BANK

  4 for0 against
• TO APPROVE THE REAPPOINTMENT OF MR. RAJESH JOGI (DIN: 03341036) AS AN INDEPENDENT DIRECTOR OF THE BANK

  4 for0 against

• TO OFFER AND ISSUE DEBT SECURITIES/BONDS/OTHER PERMISSIBLE INSTRUMENTS, THROUGH PRIVATE PLACEMENT, IN ONE OR MORE TRANCHESn600 Crores through qualified institutions placement basis or through any othernpermissible mode, in one or more tranchesMoreLess

  1 for0 against
• APPOINTMENT OF MS. ANITA RAMACHANDRAN (DIN: 00118188) AS AN INDEPENDENT DIRECTOR OF THE BANK

  1 for0 against