Institutional Investor Advisory Services - Revision history

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	In 2013, IiAS opposed Holcim's plan to restructure its holdings in India – by changing the ownership structures of [[Ambuja Cements]] (BSE: 500425 \| NSE: AMBUJACEM \| ISIN: INE079A01024) and [[ACC Limited\|ACC]] (BSE: 500410 \| NSE: ACC \| ISIN: INE012A01025). By virtue of the restructuring, ₹3.5 bn would flow out from the Indian companies to [[Holcim]], with non-promoter shareholders in both companies getting no piece of it. IiAS called the deal unfair to minority shareholders of Ambuja Cements. Non-promoter shareholders in Ambuja Cements raised concerns regarding the deal,<ref>{{cite web\|url=http://www.worldcement.com/news/cement/articles/Monsoon_affects_1Q_results_in_India_74.aspx#.VET78yKUdpt\|title=Monsoon impacts 1Q results for Indian cement companies\|work=World Cement}}</ref> and following the outcry, Holcim decided to do a call with the Indian proxy advisory firms to explain the transaction. This was, arguably, the first time that an MNC directly engaged with Indian proxy advisory services.<ref>{{cite news\|url=http://www.business-standard.com/article/markets/proxy-advisories-no-longer-a-bit-player-113073100974_1.html\|title=Proxy advisories no longer a bit player\|author=N Sundaresha Subramanian & Samie Modak\|date=31 July 2013\|work=business-standard.com}}</ref>		In 2013, IiAS opposed Holcim's plan to restructure its holdings in India – by changing the ownership structures of [[Ambuja Cements]] (BSE: 500425 \| NSE: AMBUJACEM \| ISIN: INE079A01024) and [[ACC Limited\|ACC]] (BSE: 500410 \| NSE: ACC \| ISIN: INE012A01025). By virtue of the restructuring, ₹3.5 bn would flow out from the Indian companies to [[Holcim]], with non-promoter shareholders in both companies getting no piece of it. IiAS called the deal unfair to minority shareholders of Ambuja Cements. Non-promoter shareholders in Ambuja Cements raised concerns regarding the deal,<ref>{{cite web\|url=http://www.worldcement.com/news/cement/articles/Monsoon_affects_1Q_results_in_India_74.aspx#.VET78yKUdpt\|title=Monsoon impacts 1Q results for Indian cement companies\|work=World Cement}}</ref> and following the outcry, Holcim decided to do a call with the Indian proxy advisory firms to explain the transaction. This was, arguably, the first time that an MNC directly engaged with Indian proxy advisory services.<ref>{{cite news\|url=http://www.business-standard.com/article/markets/proxy-advisories-no-longer-a-bit-player-113073100974_1.html\|title=Proxy advisories no longer a bit player\|author=N Sundaresha Subramanian & Samie Modak\|date=31 July 2013\|work=business-standard.com}}</ref>

	In 2014, IiAS took on India's largest passenger car manufacturer, [[Maruti Suzuki\|Maruti Suzuki's]] (BSE: 532500 \| NSE: MARUTI \| ISIN: INE585B01010) decision to let its parent company, [[Suzuki Motor]] Company, Japan, set up its third plant in Gujarat through a 100% subsidiary.<ref>{{cite web\|url=http://www.financialexpress.com/news/has-suzuki-shortchanged-maruti-/1222849/1\|title=Has Suzuki short-changed Maruti?\|author=RC Bhargava, Amit Tandon\|work=The Financial Express}}</ref> IiAS believed this decision was not in favour of minority interest. Institutional investors wrote to Maruti raising concerns on the transaction. Following the investor outcry, Maruti made changes to the deal and announced that it would be put to vote – a decision in which the promoters would not vote.<ref>{{cite news\|url=http://www.business-standard.com/article/companies/maruti-suzuki-tweaks-gujarat-project-agreement-to-address-investors-concerns-114031500558_1.html\|title=Maruti Suzuki tweaks Gujarat project agreement to address investors' concerns\|author=BS Reporter\|date=15 March 2014\|work=business-standard.com}}</ref> The vote is slated for the later part of 2014.<ref>{{cite web\|url=http://www.millenniumpost.in/NewsContent.aspx?NID=54525\|title=Now, proxy advisors may propose vote against Maruti's Gujarat plan - Millennium Post\|work=Millennium Post}}</ref><ref>{{cite web\|url=https://www.youtube.com/watch?v=ozQk8seJefg&list=PLjq9mRS1PfGAiqUI1FvWiTHvrWivIMgC-\|title=THE FIRM March 15 : Maruti's Investors: Legal Options?\|work=YouTube}}</ref>		In 2014, IiAS took on India's largest passenger car manufacturer, [[Maruti Suzuki\|Maruti Suzuki's]] (BSE: 532500 \| NSE: MARUTI \| ISIN: INE585B01010) decision to let its parent company, [[Suzuki Motor]] Company, Japan, set up its third plant in Gujarat through a 100% subsidiary.<ref>{{cite web\|url=http://www.financialexpress.com/news/has-suzuki-shortchanged-maruti-/1222849/1\|title=Has Suzuki short-changed Maruti?\|author=RC Bhargava, Amit Tandon\|work=The Financial Express\|date=4 February 2014}}</ref> IiAS believed this decision was not in favour of minority interest. Institutional investors wrote to Maruti raising concerns on the transaction. Following the investor outcry, Maruti made changes to the deal and announced that it would be put to vote – a decision in which the promoters would not vote.<ref>{{cite news\|url=http://www.business-standard.com/article/companies/maruti-suzuki-tweaks-gujarat-project-agreement-to-address-investors-concerns-114031500558_1.html\|title=Maruti Suzuki tweaks Gujarat project agreement to address investors' concerns\|author=BS Reporter\|date=15 March 2014\|work=business-standard.com}}</ref> The vote is slated for the later part of 2014.<ref>{{cite web\|url=http://www.millenniumpost.in/NewsContent.aspx?NID=54525\|title=Now, proxy advisors may propose vote against Maruti's Gujarat plan - Millennium Post\|work=Millennium Post}}</ref><ref>{{cite web\|url=https://www.youtube.com/watch?v=ozQk8seJefg&list=PLjq9mRS1PfGAiqUI1FvWiTHvrWivIMgC-\|title=THE FIRM March 15 : Maruti's Investors: Legal Options?\|work=YouTube}}</ref>

	In 2014, IiAS made some bold recommendations of removing promoters from boards. IiAS recommended that [[Tulsi Tanti]], owner and promoter of [[Suzlon Energy]] (BSE: 532667 \| NSE: SUZLON \| ISIN: INE040H01021), should not be reappointed to the board.<ref>{{cite web\|url=http://www.moneycontrol.com/news/business/suzlon-needs-leadershipoutside-promoter-family-iias_1058998.html\|title=Suzlon needs leadership from outside promoter family: IiAS\|work=moneycontrol.com}}</ref> IiAS also recommended that [[Dr. Vijay Mallya]] not be reappointed to the board of [[United Spirits Limited\|United Spirits]] (BSE: 532432 \| NSE: MCDOWELL-N \| ISIN: INE854D01016) – a company he established and later sold to Diageo plc.<ref>{{cite news\|url=http://www.business-standard.com/article/companies/get-mallya-off-usl-board-iias-114091900928_1.html\|title=Get Mallya off USL board: IiAS\|author=BS Reporter\|date=20 September 2014\|work=business-standard.com}}</ref><ref>{{cite web\|url=http://thefirm.moneycontrol.com/story_page.php?autono=1196282\|title=Mallya鈥檚 Reappointment & Diageo鈥檚 Silence!\|work=moneycontrol.com}}</ref>		In 2014, IiAS made some bold recommendations of removing promoters from boards. IiAS recommended that [[Tulsi Tanti]], owner and promoter of [[Suzlon Energy]] (BSE: 532667 \| NSE: SUZLON \| ISIN: INE040H01021), should not be reappointed to the board.<ref>{{cite web\|url=http://www.moneycontrol.com/news/business/suzlon-needs-leadershipoutside-promoter-family-iias_1058998.html\|title=Suzlon needs leadership from outside promoter family: IiAS\|work=moneycontrol.com}}</ref> IiAS also recommended that [[Dr. Vijay Mallya]] not be reappointed to the board of [[United Spirits Limited\|United Spirits]] (BSE: 532432 \| NSE: MCDOWELL-N \| ISIN: INE854D01016) – a company he established and later sold to Diageo plc.<ref>{{cite news\|url=http://www.business-standard.com/article/companies/get-mallya-off-usl-board-iias-114091900928_1.html\|title=Get Mallya off USL board: IiAS\|author=BS Reporter\|date=20 September 2014\|work=business-standard.com}}</ref><ref>{{cite web\|url=http://thefirm.moneycontrol.com/story_page.php?autono=1196282\|title=Mallya鈥檚 Reappointment & Diageo鈥檚 Silence!\|work=moneycontrol.com}}</ref>

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{{COI|date=January 2015}}
{{Use dmy dates|date=June 2018}}
{{Use Indian English|date=June 2018}}
{{Infobox company
| name =IiAS: Institutional Investor Advisory Services
| logo =Institutional_Investor_Advisory_Services.jpg
| type =[[Public Company]]
| location_city =[[Mumbai]], [[Maharashtra]]
| location_country =[[India]]
| foundation =2010
| key_people =Anil Singhvi<br />(Founder Director)<br />Amit Tandon<br />(Founder & MD)
| industry =[[Finance]]
| services =[[Corporate Governance]] and [[Proxy voting]]
| homepage ={{URL|iiasadvisory.com/}}
}}

'''Institutional Investor Advisory Services India Limited''' (known colloquially as '''IiAS''') is an [[India]]n '''[[proxy firm]]''' that provides voting recommendations on [[shareholder resolution]]s of Indian [[listed companies]].

IiAS analyses shareholder resolutions to be addressed at [[Annual general meeting|AGMs]], [[Extraordinary general meeting|EGMs]], [[postal ballot]]s and Court Convened Meetings of nearly 300 companies listed on the [[Bombay Stock Exchange]] and [[National Stock Exchange of India]], and provides voting recommendations on these resolutions to [[institutional shareholders]]. The company was founded in 2010 and commenced operations in 2011.<ref>{{cite news|url=http://www.business-standard.com/article/beyond-business/proxy-warriors-113030800504_1.html |title=Proxy warriors |newspaper=Business Standard India |publisher=Business Standard |date=2013-03-08 |access-date=2013-10-29}}</ref>

IiAS has been founded by Anil Singhvi and Amit Tandon. Anil Singhvi is a well-known financial expert in Indian markets and currently runs his own firm, ICAN Investors.<ref>{{cite web|url=http://articles.economictimes.indiatimes.com/2011-11-23/news/30433234_1_iias-anil-singhvi-lakh-shares|title=BSE, Tatas, HDFC & fitch pick up close to 74% in IIAS|work=The Economic Times}}</ref> Amit Tandon was earlier the CEO of Fitch Ratings in India.

India's proxy advisory industry is relatively nascent – there are three firms, of which IiAS is the largest and the most established.<ref>{{cite web|url=http://thefirm.moneycontrol.com/story_page.php?autono=746942|title=THE ACTIVISTS!|work=moneycontrol.com}}</ref>

==Board of directors==

#Anil Singhvi, Founder non-executive director
#Deven Sharma
#Robert Pavrey
#[[Renuka Ramnath]]
#Amit Tandon, Founder and managing director

==Shareholder rights and activism==

There is a greater amount of participation by both retail and institutional shareholders in India.<ref>{{cite web|url=https://www.youtube.com/watch?v=sQF3F3MHZ-M|title=THE FIRM August 15: The Best & Worst Of Proxy Season 2014!|work=YouTube}}</ref> In 2014, several resolutions have been defeated by shareholders.<ref>{{cite web|url=http://www.ft.com/intl/cms/s/0/99e3d616-0348-11e4-9195-00144feab7de.html?siteedition=intl#axzz36Uw8dVgO|title=Shareholders reject Tata Motors executive pay proposal|work=Financial Times}}</ref> In some cases, retail shareholders have taken legal action to stop companies from undertaking transactions.<ref>{{cite web|url=http://www.newindianexpress.com/cities/kochi/PTL-Enterprises-Shelves-Proposal-to-Sell-Hospitals/2014/09/23/article2444931.ece|title=PTL Enterprises Shelves Proposal to Sell Hospitals|work=The New Indian Express}}</ref><ref>{{cite news|url=http://www.business-standard.com/article/companies/minority-investors-found-their-voice-last-quarter-114100200944_1.html|title=Minority investors found their voice last quarter|author=BS Reporter|date=3 October 2014|work=business-standard.com}}</ref><ref>{{Cite web | url=http://www.livemint.com/Companies/pfY3Y01PwhfBf6j7b9v8OO/HC-stays-proposed-delisting-of-AstraZeneca-Pharma.html | title=HC stays proposed delisting of AstraZeneca Pharma| date=9 October 2014}}</ref>

=== SEBI regulations ===

In 2010, the Securities and Exchange Board of India (SEBI), India's market regulator, announced that mutual funds were required to disclose, annually, how they have voted on shareholder resolutions. Some mutual funds took notice and began voting on shareholder resolutions. Others remained passive and continued to abstain from voting.

To prompt resolute voting decisions, in 2014, SEBI asked mutual funds to publish the rationale for their voting decision. Additionally, SEBI shortened the reporting period – mutual funds were required to disclose their voting decisions on a quarterly basis.

===E-voting===
<ref>{{cite web|url=http://articles.economictimes.indiatimes.com/2014-06-23/news/50798655_1_shareholders-e-voting-facility-institutional-investor-advisory-services|title=Can't attend AGM? You can vote online|work=The Economic Times}}</ref><ref>{{cite web|url=http://m.financialexpress.com/news/column-are-shareholder-meetings-dead-/1259563|title=Column: Are shareholder meetings dead?|author=Amit Tandon|work=The Financial Express}}</ref>
SEBI has mandated that all listed companies must enable e-voting on all resolutions through the depositories. Earlier, in shareholder meetings, votes were counted by show of hands. This meant that for shareholders to cast their votes, they had to physically attend meetings. So e-voting was introduced in India, which has allowed a dispersed set of investors to voice their opinion. While, e-voting has not materially increased voter turnout as yet, it has started to do so. But, the real implication of e-voting is in the manner in which the votes are counted. E-voting counts one vote per share held, which dramatically changes the counting from the show-of-hands method (of counting one vote per hand).

=== Changing regulations ===

SEBI guidelines, and in some instances, the Companies Act 2013, does not allow promoters or controlling shareholders to vote on transactions in which they have an interest: these transactions include all related party transactions<ref>{{cite news|url=http://www.business-standard.com/article/markets/small-guys-can-punch-above-their-weight-114082901000_1.html|title=Small guys can punch above their weight|author=Sachin P Mampatta|date=29 August 2014|work=business-standard.com}}</ref> (save where the transactions are with wholly owned subsidiaries or between two government entities), mergers and acquisitions with promoter-owned or promoter-controlled entities, and delisting resolutions. The revision in regulation has been brought in to give public shareholders a stronger voice; it enhances the power of public/ minority investor. This has brought on a significant change and has enabled non-promoter shareholders to defeat resolutions.<ref>{{cite web|url=http://thefirm.moneycontrol.com/story_page.php?autono=1071780|title=SEBI鈥檚 New Clause 49!|work=moneycontrol.com}}</ref>

== Concerns raised by IiAS ==

One of the earliest cases IiAS took up was [[AkzoNobel|Akzo Nobel's]] (BSE: 500710 | NSE: AKZOINDIA | ISIN: INE133A01011) proposal to merge some privately owned companies with itself. Led by IiAS, institutional investors such as ICICI Prudential Life Insurance, [[Life Insurance Corporation of India|Life Insurance Corporation (LIC)]] and UTI expressed their uneasiness with the deal as the private companies were valued steeply and this would have led to the promoter's stake going up in the listed entity after the merger. Though the company maintained that the deal added value, investors held their ground. Eventually, three days before a court-convened meeting of the shareholders, the company announced a buyback proposal to provide non-promoter shareholders with an exit option.<ref>{{cite web|url=http://articles.economictimes.indiatimes.com/2012-02-04/news/31024796_1_investors-indian-subsidiary-ici|title=Akzo Nobel to offer small investors exit option|work=The Economic Times}}</ref>

IiAS also raised concerns over the sudden return of [[Narayan Murthy]] in 2013 to [[Infosys]] (BSE: 500209 | NSE: INFY | ISIN: INE009A01021) – one of India's most respected companies. Not only did Narayan Murthy return to Infosys, he came with his son [[Rohan Murthy]]. IiAS argued that Infosys had compromised the very principles it strongly advocated during its rise to the top: having a retirement age for directors (both executive and non-executive), and that founders’ children must not take up executive roles.<ref>{{cite web|url=http://firstbiz.firstpost.com/corporate/infosys-braces-for-stormy-agm-today-murthys-return-irks-investor-advisory-firm-44377.html|title=Infosys braces for stormy AGM today, Murthy's return irks investor advisory firm|work=Firstpost}}</ref><ref>{{cite web|url=https://www.youtube.com/watch?v=BEHMTF-c9oo|title=THE FIRM June 15: IiAS Raises Governance Concerns At Infy|work=YouTube}}</ref> But, following an exodus of key management personnel, Infosys appointed [[Vishal Sikka|Dr. Vishal Sikka]] as CEO and Managing Director in 2014. Narayan Murthy and Rohan Murthy (whose term was co-terminus with Narayan Murthy) stepped down from Infosys upon Dr. Sikka's joining the board. At the time of his appointment to lead Infosys, Dr. Vishal Sikka was possibly one of the highest paid professionals in India, with an estimated compensation (including restricted stock options) of around US$7.1 million. IiAS recommended that shareholders vote for Dr. Sikka's appointment and his remuneration.<ref>{{cite web|url=http://www.moneylife.in/article/infosys-all-for-vishal-sikkas-fat-paycheck-but/38131.html|title=Infosys: All for Vishal Sikka's fat paycheck, but… - Moneylife|work=moneylife.in}}</ref> IiAS reckoned that Infosys' decision to appoint Dr. Sikka must be looked at as an investment in its leadership that will bear returns in the future. Additionally, over 80% of his total remuneration, including [[restricted stock]], was variable and based on target achievement.<ref>{{cite web|url=http://timesofindia.indiatimes.com/Tech/Tech-News/Proxy-firms-back-Vishal-Sikkas-pay-at-Infosys/articleshow/38633538.cms|title=Proxy firms back Vishal Sikka's pay at Infosys|work=The Times of India}}</ref><ref>http://www.asianage.com/business/vishal-sikka-s-salary-spark-wage-rise-493</ref>

In 2013, IiAS opposed Holcim's plan to restructure its holdings in India – by changing the ownership structures of [[Ambuja Cements]] (BSE: 500425 | NSE: AMBUJACEM | ISIN: INE079A01024) and [[ACC Limited|ACC]] (BSE: 500410 | NSE: ACC | ISIN: INE012A01025). By virtue of the restructuring, ₹3.5 bn would flow out from the Indian companies to [[Holcim]], with non-promoter shareholders in both companies getting no piece of it. IiAS called the deal unfair to minority shareholders of Ambuja Cements. Non-promoter shareholders in Ambuja Cements raised concerns regarding the deal,<ref>{{cite web|url=http://www.worldcement.com/news/cement/articles/Monsoon_affects_1Q_results_in_India_74.aspx#.VET78yKUdpt|title=Monsoon impacts 1Q results for Indian cement companies|work=World Cement}}</ref> and following the outcry, Holcim decided to do a call with the Indian proxy advisory firms to explain the transaction. This was, arguably, the first time that an MNC directly engaged with Indian proxy advisory services.<ref>{{cite news|url=http://www.business-standard.com/article/markets/proxy-advisories-no-longer-a-bit-player-113073100974_1.html|title=Proxy advisories no longer a bit player|author=N Sundaresha Subramanian & Samie Modak|date=31 July 2013|work=business-standard.com}}</ref>

In 2014, IiAS took on India's largest passenger car manufacturer, [[Maruti Suzuki|Maruti Suzuki's]] (BSE: 532500 | NSE: MARUTI | ISIN: INE585B01010) decision to let its parent company, [[Suzuki Motor]] Company, Japan, set up its third plant in Gujarat through a 100% subsidiary.<ref>{{cite web|url=http://www.financialexpress.com/news/has-suzuki-shortchanged-maruti-/1222849/1|title=Has Suzuki short-changed Maruti?|author=RC Bhargava, Amit Tandon|work=The Financial Express}}</ref> IiAS believed this decision was not in favour of minority interest. Institutional investors wrote to Maruti raising concerns on the transaction. Following the investor outcry, Maruti made changes to the deal and announced that it would be put to vote – a decision in which the promoters would not vote.<ref>{{cite news|url=http://www.business-standard.com/article/companies/maruti-suzuki-tweaks-gujarat-project-agreement-to-address-investors-concerns-114031500558_1.html|title=Maruti Suzuki tweaks Gujarat project agreement to address investors' concerns|author=BS Reporter|date=15 March 2014|work=business-standard.com}}</ref> The vote is slated for the later part of 2014.<ref>{{cite web|url=http://www.millenniumpost.in/NewsContent.aspx?NID=54525|title=Now, proxy advisors may propose vote against Maruti's Gujarat plan - Millennium Post|work=Millennium Post}}</ref><ref>{{cite web|url=https://www.youtube.com/watch?v=ozQk8seJefg&list=PLjq9mRS1PfGAiqUI1FvWiTHvrWivIMgC-|title=THE FIRM March 15 : Maruti's Investors: Legal Options?|work=YouTube}}</ref>

In 2014, IiAS made some bold recommendations of removing promoters from boards. IiAS recommended that [[Tulsi Tanti]], owner and promoter of [[Suzlon Energy]] (BSE: 532667 | NSE: SUZLON | ISIN: INE040H01021), should not be reappointed to the board.<ref>{{cite web|url=http://www.moneycontrol.com/news/business/suzlon-needs-leadershipoutside-promoter-family-iias_1058998.html|title=Suzlon needs leadership from outside promoter family: IiAS|work=moneycontrol.com}}</ref> IiAS also recommended that [[Dr. Vijay Mallya]] not be reappointed to the board of [[United Spirits Limited|United Spirits]] (BSE: 532432 | NSE: MCDOWELL-N | ISIN: INE854D01016) – a company he established and later sold to Diageo plc.<ref>{{cite news|url=http://www.business-standard.com/article/companies/get-mallya-off-usl-board-iias-114091900928_1.html|title=Get Mallya off USL board: IiAS|author=BS Reporter|date=20 September 2014|work=business-standard.com}}</ref><ref>{{cite web|url=http://thefirm.moneycontrol.com/story_page.php?autono=1196282|title=Mallya鈥檚 Reappointment & Diageo鈥檚 Silence!|work=moneycontrol.com}}</ref>

In 2014, IiAS also questioned if India's largest real estate company, [[DLF Limited|DLF]] (BSE: 532868 | NSE: DLF | ISIN: INE271C01023), should remain part of the [[CNX Nifty Junior|CNX Nifty]] following a three-year ban by [[SEBI]] from accessing capital markets.<ref>{{cite news|url=http://www.business-standard.com/article/markets/dlfs-position-in-nifty-index-under-question-114101400782_1.html|title=DLFs position in Nifty index under question|author=BS Reporter|date=14 October 2014|work=business-standard.com}}</ref>

== References ==
{{reflist}}

==External links==
* {{official website|http://www.iiasadvisory.com/}}

[[Category:Corporate governance in India]]
[[Category:Financial services companies established in 2010]]
[[Category:Financial services companies based in Mumbai]]
[[Category:Proxy firms]]
[[Category:2010 establishments in Maharashtra]]