Usha Martin MD, chairman and AGM

• Adoption of Financial Statements of the Company (both standalone and consolidated) for the year ended 31st March 2025, together with Directors and Auditors Report thereon.

  17 for0 against
• Declaration of Dividend of Rs. 3 per Equity Share of Re.1 each for the Financial Year ended 31st March 2025.

  17 for0 against
• Appointment of Mr. Sharng Bhrit Prasanna Bhanu Pratap Narayan Sharma [DIN:08167106], who retires by rotation and being eligible, offers himself for re-appointment.

  17 for0 against
• Ratification of payment of remuneration to M/s. Mani & Co., Cost Auditors, for the Financial Year ending 31st March 2026.

  17 for0 against
• Appointment of M/s MKB & Associates, as Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.

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

  • Angel One Mutual FundTransparency Concern: The Company has not disclosed the audit remuneration paid to outgoing auditors, thus, any material change in the proposed audit fee cannot be ascertained.
  • 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 remuneration paid to outgoing auditors, thus, any material change in the proposed audit fee cannot be ascertained.

  14 for3 against
• Payment of Remuneration to the Independent Directors of the Company.

  17 for0 against
• Appointment of Mr. Chirantan Chatterjee [DIN: 10506056] as Whole-time Director of the Company.

  17 for0 against

• 1. Adoption of Financial Statements of the Company (both standalone and consolidated) for the year ended 31st March 2024 together with Directors’ and Auditors’ Report thereon. 2. Declaration of Dividend of Rs. 2.75 per Equity Share of Re.1 each for the Financial Year ended 31st March 2024. 3. Appointment of Mr. Tapas Gangopadhyay [DIN:10122397], who retires by rotation and being eligible, offers himself for re-appointment. 4. Ratification of payment of remuneration to M/s. Mani & Co., Cost Auditors, (Firm Registration. No.000004), for the Financial Year ending 31st March 2025.MoreLess

  1 for0 against

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

• Approval of Usha Martin Limited Employee Stock Option Plan – 2024

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundAs per the scheme, the company proposes to issue 2,000,000 options to employees of the company. The scheme will be fresh issue up to 250,000 options and/or secondary acquisition of up to 1,750,000 options. The vesting will be primarily tenure based: the nomination and remuneration committee may define additional performance parameters. The exercise price will be at the discretion of the NRC subject to a maximum of 25% discount on the market price of the shares on the date of grant. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. 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 to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees.
  • HDFC Mutual FundThere is lack of clarity on the exercise price of ESOPs. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  8 for3 against
• Approval for secondary acquisition of Equity shares of the Company by an employee welfare trust for the purpose of implementation of Usha Martin Limited Employee Stock Option Plan – 2024.

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund

  • Axis Mutual Fund, Navi Mutual FundThrough resolution #2, the company seeks shareholder approval for secondary acquisition of up to 1,750,000 shares for implementation of the Usha Martin Employee Stock Option Plan 2024. Our recommendation is linked to Resolution #1.
  • HDFC Mutual FundThere is lack of clarity on the exercise price of ESOPs. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  8 for4 against
• Extension of the Usha Martin Limited Employee Stock Option Plan – 2024 to the employees of the group company of the Company, including holding company (if any, in future), subsidiary companies or associate companies of the Company.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThrough resolution #3, the company seeks approval to extend the grant of stock options under the scheme to eligible employees of the Holding company, present and future subsidiaries, and associates. Our recommendation on this resolution is linked to resolution #1. Additionally, while we support the extension of stock options to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associate companies and/or holding company.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Extension of scheme to employees of holding / associate companies without compelling reasons / cost not being reimbursed to the Company.
  • Edelweiss Mutual FundExtension of scheme to employees of holding / associate companies without compelling reasons / cost not being reimbursed to the Company.
  • HDFC Mutual FundThere is lack of clarity on the exercise price of ESOPs. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExtension of scheme to employees of group / associate companies without compelling reasons / cost not being reimbursed to the Company.

  3 for8 against
• Approval of provision of money by the Company for purchase of its own shares by the Trust for the benefit of Eligible Employees under Usha Martin Limited Employee Stock Option Plan – 2024.

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundUsha Martin Limited Employee Welfare Trust shall buy upto 1,750,000 shares from the secondary market at the prevailing market price (subject to discount) which shall be transferred to employees on the exercise of granted options. Thus, the company also seeks shareholder approval for providing loan to the trust. Our recommendation on this resolution is linked to resolution #1.
  • HDFC Mutual FundThere is lack of clarity on the exercise price of ESOPs. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  8 for3 against
• To consider the grant of options to Mr. Sharng Bhrit Prasanna Bhanu Pratap Narayan Sharma [DIN: 08167106], Whole time Director, under Usha Martin Limited Employee Stock Option Plan – 2024.

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundThere is lack of clarity on the exercise price of ESOPs. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.

  11 for1 against
• To consider the grant of options to Mr. Tapas Gangopadhyay, Non-Executive, Non-Independent Director [DIN: 10122397] under Usha Martin Limited Employee Stock Option Plan – 2024.

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundThere is lack of clarity on the exercise price of ESOPs. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.

  11 for1 against

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

• Adoption of Financial Statements of the Company (both standalone and consolidated) for the year ended 31st March 2024 together with Directors and Auditors Report thereon.

  11 for0 against
• Declaration of Dividend of Rs. 2.75 per Equity Share of Re.1 each for the Financial Year ended 31st March 2024

  11 for0 against
• Appointment of Mr. Tapas Gangopadhyay [DIN:10122397], who retires by rotation and being eligible, offers himself for re-appointment

  11 for0 against
• Ratification of payment of remuneration to M/s. Mani & Co., Cost Auditors, (Firm Registration. No.000004), for the Financial Year ending 31st March 2025

  11 for0 against

• Appointment of Mr. Sharng Bhrit Prasanna Bhanu Pratap Narayan Sharma [DIN: 08167106] as Whole-time Director of the Company.

  10 for0 against
• Re-appointment of Mrs. Ramni Nirula [DIN:00015330] as an Independent Director of the Company.

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: In the opinion of SES, the Director has failed in her fiduciary duty.
  • Edelweiss Mutual FundHolding high number of position in Boards of different companies. Ability to do justice to the role comes down.
  • HDFC Mutual FundGiven the multiple corporate governance failures that lace her past board memberships, we do not support her reappointment as an Independent Director.
  • ICICI Prudential Mutual FundWhile there is no objection on the qualification & professional experience of Mrs Ramni Nirula, the AMC is unable to support the resolution considering the issues in other companies where she was a Director and the overall corporate governance in such companies was questionable. Considering the same, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundFailure in fiduciary duty

  2 for8 against
• Payment of Remuneration to the Independent Directors of the Company during the Financial Year 2024-2025.

  10 for0 against

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

• To approve and adopt the amended Memorandum of Association of the Company

  7 for0 against
• To approve and adopt the amended Articles of Association of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI LODR Regulation 17: AoA includes provision to appoint directors by financial institution, which can be done without shareholders’ approval and it will be on non-retiring basis. Governance concern: The articles clause mentions the word ‘appoint’ instead of ‘nominate’. Dual Position as Nominee and Executive Director may lead to conflict of duties.
  • HDFC Mutual FundVoted against proposed Article of Association as it proposes appointment of Nominee Directors in Perpetuity without shareholder’s approval.
  • Nippon India Mutual FundConflict of duties

  2 for5 against