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Data Patterns (India) CEO, MD, chairman, board of directors and AGM

NSE: DATAPATTNSBSE: 543428Aerospace & DefenseSmall Cap

Last close ₹3,792.20down ₹109.40 (2.80%)BSE ₹3,788.95

Share price at the NSE close on 23 Oct 2026. Previous close ₹3,901.60.

52-week range of traded prices to 23 Oct 2026
₹2,131.00Low, 27 Jan 2026₹5,000.00High, 21 Aug 2026
Market cap
₹21,230 Cr351st largest listed
P/E
79.2
P/B
12.2
Dividend yield
0.26%
ROE
16.5%
ROCE
20.2%
Debt to equity
0.00
Volume, NSE
5,12,97724.6% delivered

Data Patterns (India) board of directors

At the end of the quarter to Jun 2026, as the company filed it; changes since are in its announcements.Their trades in its shares

  • Chairperson and managing director and CEOSrinivasagopalan RangarajanRelated to the promoter
  • Company Secretary and Compliance OfficerPrakash Raja

8 directors4 independent3 executive1 non-executive

  • Srinivasagopalan Rangarajan · Chairperson and managing director and CEOExecutive · joined Nov 1998 · reappointed Aug 2025 · 1 listed board · 1 committee seat
  • Rekha Murthy RangarajanExecutive · joined Nov 1998 · reappointed Aug 2025 · 1 listed board
  • Vijay Ananth KExecutive · joined Feb 2022 · reappointed Feb 2022 · 1 listed board
  • Mathew CyriacNon-executive · joined Jun 2021 · reappointed Jun 2021 · 3 listed boards · 2 committee seats, 3 as chair
  • Prasad Raghava MenonIndependent · joined Sep 2021 · reappointed Sep 2021 · 57 months as independent · 3 listed boards · 3 as independent · 3 committee seats
  • Sowmyan RamakrishnanIndependent · joined Sep 2021 · reappointed Sep 2021 · 57 months as independent · 1 listed board · 1 as independent · 1 committee seat, 1 as chair
  • Sastry Venkata Rama VadlamaniIndependent · joined Sep 2021 · reappointed Sep 2021 · 57 months as independent · 1 listed board · 1 as independent · 3 committee seats, 1 as chair
  • Anuradha SharmaIndependent · joined Jan 2023 · reappointed Jan 2023 · 41 months as independent · 1 listed board · 1 as independent · 1 committee seat

An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.

Committees and meetings

Who sits on each, and how often they met.Board meeting notices and outcomes

  • Board

    • 25 Jun 20268 of 8 present4 independent · 41 days in between
    • 14 May 20268 of 8 present4 independent · 96 days in between
    • 6 Feb 20268 of 8 present4 independent · no day in between
    • 5 Feb 20268 of 8 present4 independent
  • Audit Committee

    Chair Sowmyan Ramakrishnan

    Prasad Raghava Menon, Sastry Venkata Rama Vadlamani, Anuradha Sharma

    • 14 May 20264 of 4 present4 independent · 96 days in between
    • 6 Feb 20264 of 4 present4 independent · no day in between
    • 5 Feb 20264 of 4 present4 independent
  • Nomination and remuneration committee

    Chair Prasad Raghava Menon

    Mathew Cyriac, Anuradha Sharma

    • 25 Jun 20263 of 3 present2 independent · 42 days in between
    • 13 May 20263 of 3 present2 independent
  • Stakeholders Relationship Committee

    Chair Mathew Cyriac

    Sowmyan Ramakrishnan, Sastry Venkata Rama Vadlamani, Srinivasagopalan Rangarajan

    • 13 May 20263 of 4 present2 independent
  • Risk Management Committee

    Chair Sowmyan Ramakrishnan

    Sastry Venkata Rama Vadlamani, Srinivasagopalan Rangarajan, Vijay Ananth K

    • 13 May 20263 of 4 present2 independent
  • Corporate Social Responsibility Committee

    Chair Mathew Cyriac

    Rekha Murthy Rangarajan, Anuradha Sharma

    • 13 May 20263 of 3 present1 independent

Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.

Statutory auditor

Named in the results for the quarter to Mar 2026.

  • Deloitte Haskins & SellsPeer-review certificate valid to Apr 2028

A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.

Data Patterns (India) AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.Data Patterns (India) dividend history

Annual general meeting, 31 Jul 2026

2,14,135 shareholders on the register on 24 Jul 2026; present: 2 promoters and 71 others; votes counted by M. D. SELVARAJ / MDS & ASSOCIATES LLP.The company's voting result (opens in a new tab)

  1. Adoption of Financial Statements for the financial year ended March 31, 2026 along with the Reports of the Board of Directors and of the Auditors thereon
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 76.83% · promoters 100.00% · institutions 81.49% · other public 43.26%

  2. Declaration of Final Dividend for the Financial year 2025-26
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 76.83% · promoters 100.00% · institutions 81.49% · other public 43.26%

  3. Re-appointment of Mr. Vijay Ananth K (DIN: 09398784)
    Ordinary
    98.04% for1.96% against

    Against: promoters 0.00% · institutions 7.24% · other public 0.49%

    Turnout: all 76.26% · promoters 100.00% · institutions 79.23% · other public 43.26%

  4. Re-appointment of Mr. Vijay Ananth K (DIN: 09398784) as Whole-time Director.
    Special
    93.56% for6.44% against

    Against: promoters 0.00% · institutions 24.92% · other public 0.00%

    Turnout: all 76.26% · promoters 100.00% · institutions 79.23% · other public 43.26%

  5. Reappointment of Mr. Prasad Raghava Menon (DIN: 00005078) as an Independent Director for the second term of 3 years.
    Special
    97.94% for2.06% against

    Against: promoters 0.00% · institutions 7.81% · other public 0.00%

    Turnout: all 76.83% · promoters 100.00% · institutions 81.49% · other public 43.26%

  6. Reappointment of Mr. Sowmyan Ramakrishnan (DIN:00005090) as an Independent Director for the second term of 3 years.
    Special
    99.70% for0.30% against

    Against: promoters 0.00% · institutions 1.15% · other public 0.00%

    Turnout: all 76.83% · promoters 100.00% · institutions 81.49% · other public 43.26%

  7. Reppointment of Ms. Anuradha Sharma (DIN: 01965605) as an Independent Director for the second term of 1 year.
    Special
    97.94% for2.06% against

    Against: promoters 0.00% · institutions 7.81% · other public 0.00%

    Turnout: all 76.83% · promoters 100.00% · institutions 81.49% · other public 43.26%

  8. Re-designation/Appointment of Mr. Mathew Cyriac (DIN: 01903606) as an Independent Director.
    Special
    84.74% for15.26% against

    Against: promoters 0.00% · institutions 57.85% · other public 0.02%

    Turnout: all 76.83% · promoters 100.00% · institutions 81.49% · other public 43.26%

  9. Ratification of Cost Auditor’s Remuneration.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 76.83% · promoters 100.00% · institutions 81.49% · other public 43.26%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 8 Aug 2025, 7 resolutions

2,21,461 shareholders on the register on 1 Aug 2025; present: 3 promoters and 60 others; votes counted by M D SELVARAJ / MDS & ASSOCIATES LLP.The company's voting result (opens in a new tab)

  1. Adoption of the audited financial statements of the company for the financial year ended 31st March, 2025, together with the reports of the Board of Directors and the Auditors thereon
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 70.61% · promoters 100.00% · institutions 65.38% · other public 38.98%

  2. Declaration of Final Dividend for the financial year 2024-2025.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 70.81% · promoters 100.00% · institutions 66.29% · other public 38.98%

  3. Re-appointment of Ms. Rekha Murthy Rangarajan (DIN: 00647472) as Director, who retires by rotation and being eligible offers himself for re-appointment as a Director
    OrdinaryPromoters have an interest in it
    99.55% for0.45% against

    Against: promoters 0.00% · institutions 2.21% · other public 0.01%

    Turnout: all 70.81% · promoters 100.00% · institutions 66.29% · other public 38.98%

  4. Reappointment of Mr. Srinivasagopalan Rangarajan (DIN: 00643456) as Chairman and Managing Director of the Company.
    SpecialPromoters have an interest in it
    94.10% for5.90% against

    Against: promoters 0.00% · institutions 29.38% · other public 0.01%

    Turnout: all 70.53% · promoters 100.00% · institutions 64.98% · other public 38.98%

  5. Reappointment of Ms. Rekha Murthy Rangarajan (DIN: 00647472) as a Whole-time Director of the Company.
    SpecialPromoters have an interest in it
    94.12% for5.88% against

    Against: promoters 0.00% · institutions 28.78% · other public 0.01%

    Turnout: all 70.81% · promoters 100.00% · institutions 66.29% · other public 38.98%

  6. Ratification of remuneration payable to Mr. CMA G Sunderasan, Cost Accountant, (Membership No.11733), Cost Auditor of the Company.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 70.81% · promoters 100.00% · institutions 66.29% · other public 38.98%

  7. Appointment of M/s. Alagar & Associates LLP, Practicing Company Secretary as Secretarial Auditors of the Company.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 70.81% · promoters 100.00% · institutions 66.29% · other public 38.98%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 30 Jul 2024, 6 resolutions

Present: 2 promoters and 93 others.The company's voting result (opens in a new tab)

  1. Adoption of the audited financial statements of the company for the financial year ended March 31, 2024, together with the reports of the Board of Directors and the Auditors thereon.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 74.44% · promoters 100.00% · institutions 78.34% · other public 39.35%

  2. Declaration of Final Dividend for the financial year 2023-2024.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 74.56% · promoters 100.00% · institutions 78.85% · other public 39.35%

  3. Re-appointment of Mr. Vijay Ananth K (DIN: 09398784),Whole-time Director, who retires by rotation and being eligible offers himself for re-appointment as a Director.
    Ordinary
    99.72% for0.28% against

    Against: promoters 0.00% · institutions 1.08% · other public 0.01%

    Turnout: all 74.56% · promoters 100.00% · institutions 78.85% · other public 39.35%

  4. Ratification of remuneration payable to CMA G Sundaresan, Cost Accountant (Membership No.11733), Cost Auditor of the Company.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 74.56% · promoters 100.00% · institutions 78.85% · other public 39.35%

  5. Approval for adoption of new Articles of Association (AoA) of the Company.
    Special
    96.38% for3.62% against

    Against: promoters 0.00% · institutions 14.24% · other public 0.01%

    Turnout: all 74.56% · promoters 100.00% · institutions 78.85% · other public 39.35%

  6. Approval for creation of Charges on the movable and immovable properties of the Company, both present and future, in respect of the borrowings.
    Special
    82.88% for17.12% against

    Against: promoters 0.00% · institutions 67.38% · other public 0.01%

    Turnout: all 74.56% · promoters 100.00% · institutions 78.85% · other public 39.35%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 9 Aug 2023, 8 resolutions

Present: 3 promoters and 142 others.The company's voting result (opens in a new tab)

  1. Adoption of the audited standalone financial statements of the company for the financial year ended 31st March, 2023, together with the reports of the Board of Directors and the Auditors thereon
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 70.01% · promoters 100.00% · institutions 76.32% · other public 36.47%

  2. Declaration of Final Dividend for the financial year 2022-2023
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 70.12% · promoters 100.00% · institutions 76.32% · other public 36.75%

  3. Re-appointment of Mr. Mathew Cyriac (DIN: 01903606) as Director, who retires by rotation and being eligible offers himself for re-appointment as a Director
    Ordinary
    99.94% for0.06% against

    Against: promoters 0.00% · institutions 0.36% · other public 0.00%

    Turnout: all 70.01% · promoters 100.00% · institutions 76.32% · other public 36.47%

  4. Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company
    Ordinary
    98.09% for1.91% against

    Against: promoters 0.00% · institutions 10.61% · other public 0.00%

    Turnout: all 70.12% · promoters 100.00% · institutions 76.32% · other public 36.75%

  5. Appointment of CMA Sunderasan, Cost Accountant, (Membership No.11733), as Cost Auditor of the Company
    Ordinary
    90.08% for9.92% against

    Against: promoters 0.00% · institutions 54.95% · other public 0.00%

    Turnout: all 70.01% · promoters 100.00% · institutions 76.32% · other public 36.47%

  6. Approval to continue the directorship of Mr. Sowmyan Ramakrishnan [DIN: 00005090], as Non-Executive Independent Director of the Company beyond the age of 75 years
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 70.12% · promoters 100.00% · institutions 76.32% · other public 36.75%

  7. Approval to continue the directorship of Dr. Sastry Venkata Rama Vadlamani, [DIN: 00027875], as Non-Executive Independent Director of the Company beyond the age of 75 years
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 70.01% · promoters 100.00% · institutions 76.32% · other public 36.47%

  8. Approval for payment of commission to Non-Executive Directors
    Special
    99.19% for0.81% against

    Against: promoters 0.00% · institutions 4.36% · other public 0.10%

    Turnout: all 70.12% · promoters 100.00% · institutions 76.32% · other public 36.75%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Extraordinary general meeting, 27 Feb 2023, 2 resolutions

Present: 2 promoters and 102 others.The company's voting result (opens in a new tab)

  1. Approval for raising of funds in one or more tranches, by issuance of equity shares and/or other eligible securities.
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.02% · other public 0.00%

    Turnout: all 79.95% · promoters 100.00% · institutions 63.53% · other public 62.92%

  2. Appointment of Ms. Anuradha Sharma (DIN: 01965605) as an Independent Director.
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 79.95% · promoters 100.00% · institutions 63.53% · other public 62.92%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 6 Sep 2022, 6 resolutions

Present: 3 promoters and 115 others.The company's voting result (opens in a new tab)

  1. Adoption of the audited standalone financial statements of the company for the financial year ended 31st March, 2022, together with the reports of the Board of Directors and the Auditors thereon
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 81.09% · promoters 100.00% · institutions 77.95% · other public 61.97%

  2. Declaration of Dividend for the financial year ended March 31, 2022.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 81.09% · promoters 100.00% · institutions 77.95% · other public 61.97%

  3. Re-appointment of Mr. Srinivasagopalan Rangarajan (DIN: 00643456) as Director, who retires by rotation.
    OrdinaryPromoters have an interest in it
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 81.09% · promoters 100.00% · institutions 77.95% · other public 61.97%

  4. Re-appointment of Mrs. Rekha Murthy Rangarajan (DIN: 00647472) as Director, who retires by rotation.
    OrdinaryPromoters have an interest in it
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 81.01% · promoters 99.82% · institutions 77.95% · other public 61.97%

  5. Ratification of the appointment and the payment of remuneration to CMA Sunderasan, Cost Accountant, (Membership No. 11733), Cost Auditor.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 81.09% · promoters 100.00% · institutions 77.95% · other public 61.97%

  6. Implementation of Article 83 of the Articles of Association of the Company.
    Special
    95.26% for4.74% against

    Against: promoters 0.00% · institutions 45.32% · other public 0.00%

    Turnout: all 81.09% · promoters 100.00% · institutions 77.95% · other public 61.97%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Extraordinary general meeting, 6 May 2022, 2 resolutions

Present: 3 promoters and 73 others.The company's voting result (opens in a new tab)

  1. Appointment of Mr. Vijay Ananth K (DIN:09398784) as Director of the Company
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 62.30% · promoters 100.00% · institutions 73.73% · other public 21.19%

  2. Appointment of Mr. Vijay Ananth K (DIN:09398784) as an Executive Director of the Company
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 62.30% · promoters 100.00% · institutions 73.73% · other public 21.19%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it

Mutual fund votes, meeting of 31 Jul 2026, 12 fund houses so far (houses' deadline to file 15 Oct 2026)

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

  • Adoption of Financial Statements for the financial year ended March 31, 2026 along with the Reports of the Board of Directors and of the Auditors thereon
    12 for0 against
  • Declaration of Final Dividend for the Financial year 2025-26
    9 for0 against
  • Re-appointment of Mr. Vijay Ananth K (DIN: 09398784)
    Against Angel One Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund
    • Angel One Mutual FundGovernance Concern: Interconnected with resolution #4 as whole-time director. The director held a position of Whole-Time Director without requisite approvals.
    • Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Interconnected with resolution #4 as whole-time director. The director held a position of WTD without requisite approvals.
    7 for5 against
  • Re-appointment of Mr. Vijay Ananth K (DIN: 09398784) as Whole-time Director.
    Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund
    • Angel One Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundNon-Compliance and Governance Concern: Mr. Vijay Ananth K's earlier tenure as Executive Director expired on 7th February 2025, and he has been continuing on the Board as a whole-time director and was paid remuneration in such capacity, without requisite approvals, resulting in his existing position as Non-Compliant with the Companies Act, 2013 and SEBI Listing Regulations. The Company has not clarified the legal basis under which he continued to hold office of whole-time director after the expiry of his approved tenure.
    • DSP Mutual Fund, Jio BlackRock Mutual FundVijay Ananth K., 49, has been associated with the company since September 1998 and has been serving on board since 8 February 2022. Vijay Ananth K. received a remuneration of Rs. 10.2 mn in FY26. We support his reappointment as Whole Time Director. However, we raise concerns regarding the lack of clarity on his overall remuneration structure. While his fixed pay is proposed at Rs. 11.4 mn per annum, performance-linked variable pay, profit-linked commission and long-term incentive are left to the discretion of the Nomination and Remuneration Committee (NRC). We recognize that there has been no commission payout to Vijay Ananth K. in the past. However, the resolution does not disclose the performance metrics governing variable pay or cap or guidance on variable pay and commission long-term incentive, we are unable to estimate his overall remuneration. The company should have provided guidance and cap on his variable pay, commission and long-term incentive. In the absence of such clarity, we are unable to support the resolution.
    5 for7 against
  • Reappointment of Mr. Prasad Raghava Menon (DIN: 00005078) as an Independent Director for the second term of 3 years.
    Against Angel One Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund
    • Angel One Mutual FundGovernance Concern: Mr. Menon is the Nomination & Remuneration Committee Chairperson, and he has failed in his duties / responsibilities to maintain proper compliance on the Board as he has approved re-appointment of a Non-Compliant position.
    • Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Mr. Menon is the NRC Chairperson, and he has failed in his duties / responsibilities to maintain proper compliance on the Board as he has approved re-appointment of a Non-Compliant position.
    7 for5 against
  • Reappointment of Mr. Sowmyan Ramakrishnan (DIN:00005090) as an Independent Director for the second term of 3 years.
    12 for0 against
  • Reppointment of Ms. Anuradha Sharma (DIN: 01965605) as an Independent Director for the second term of 1 year.
    Against Angel One Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund
    • Angel One Mutual FundGovernance Concern: Ms. Sharma being Nomination & Remuneration Committee Member, has failed in her duties / responsibilities to maintain proper compliance on the Board as she has approved re-appointment of Non-Compliant position. Governance & Transparency Concern: No justification provided by the Company for re-appointment as an Independent Director for a period of only one year.
    • Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Ms. Sharma being NRC Member, has failed in her duties / responsibilities to maintain proper compliance on the Board as she has approved re-appointment of Non-Compliant position. Governance & Transparency Concern: No justification provided by the Company for re-appointment as an Independent Director for a period of only one year.
    7 for5 against
  • Re-designation/Appointment of Mr. Mathew Cyriac (DIN: 01903606) as an Independent Director.
    Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, HSBC Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund
    • Angel One Mutual FundGovernance Concern: No cooling-off period served from his transition/appointment as Non-Executive Director to Independent Director. Low attendance at aggregate Board meetings in last three financial years. Mr. Mathew being Nomination & Remuneration Committee Member, has failed in his duties / responsibilities to maintain proper compliance on the Board as he has approved re-appointment of a Non-Compliant position.
    • DSP Mutual Fund, Jio BlackRock Mutual FundMathew Cyriac, 56, is the Designated Partner at Florintree Capital Partners, LLP and serves as a Non-Executive Non-Independent Director. He has been serving on the board since 4 June 2021. He attended three out of five (60%) board meetings in FY26 and ten out of sixteen (62%) board meetings over a three-year period. We recognize that he represented Florintree Capital Partners LLP’s 10.7% stake in the company as a nominee director. Florintree Capital Partners LLP sold its entire stake in the company on 16 February 2024 and Mathew Cyriac was redesignated as a Non-Executive Non-Independent Director from 17 April 2024. We note that his aggregate tenure on the board would exceed ten years during the proposed term. Further, we expect directors to attend a minimum of 75% of the board meetings held during the last three years. We do not support the resolution.
    • Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: No cooling-off period served from his transition/appointment as NED to ID. Low attendance at aggregate Board meetings in last three financial years. Mr. Mathew being NRC Member, has failed in his duties / responsibilities to maintain proper compliance on the Board as he has approved re-appointment of a Non-Compliant position.
    • HSBC Mutual FundA vote AGAINST the nominee is warranted because: There is lack of clarity regarding the redesignation of Mathew Cyriac as independent director, given that he was appointed as non-independent non-executive director previously.
    • SBI Mutual FundMathew Cyriac, 56, is the Designated Partner at Florintree Capital Partners, LLP and serves as a Non-Executive Non-Independent Director. He has been serving on the board since 4 June 2021. He attended three out of five (60%) board meetings in FY26 and ten out of sixteen (62%) board meetings over a three-year period. We expect directors to attend a minimum of 75% of the board meetings held during the last three years. We do not support the resolution.
    3 for9 against
  • Ratification of Cost Auditor’s Remuneration.
    12 for0 against
2 proposals not matched to one resolution
  • 2) Declare dividend of Rs. 10.0 per equity share of face value Rs. 2.0 each for FY26
    1 for0 against
  • Declare dividend of Rs. 10.0 per equity share of face value Rs. 2.0 each for FY26
    2 for0 against

Mutual fund votes, meeting of 8 Aug 2025, 19 fund houses

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

  • Adoption of the audited financial statements of the company for the financial year ended 31st March, 2025, together with the reports of the Board of Directors and the Auditors thereon
    19 for0 against
  • Declaration of Final Dividend for the financial year 2024-2025.
    19 for0 against
  • Re-appointment of Ms. Rekha Murthy Rangarajan (DIN: 00647472) as Director, who retires by rotation and being eligible offers himself for re-appointment as a Director
    19 for0 against
  • Reappointment of Mr. Srinivasagopalan Rangarajan (DIN: 00643456) as Chairman and Managing Director of the Company.
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Trust Mutual Fund
    • Angel One Mutual FundGovernance concern: Combined position of Chairman and Managing Director. No absolute cap on variable pay & Nomination and Remuneration Committee discretion to determine variable payment.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundCompliant with law. Governance concern: Combined position of Chairman and Managing Director. No absolute cap on variable pay & NRC discretion to determine variable payment.
    • Mirae Asset Mutual FundT As per advisory recommendation (passive holding)
    • Nippon India Mutual FundGovernance concern: Combined position of Chairman and Managing Director. No absolute cap on variable pay & NRC discretion to determine variable payment.
    • SBI Mutual FundSrinivasagopalan Rangarajan, 67, is part of the promoter group and the Chairperson and Managing Director. He has over 26 years of experience in leading the company in the high-technology defense and aerospace electronics sectors. He attended all six board meetings in FY25 (100%). He received a remuneration of Rs. 11.0 mn in FY25. We are unable to reliably estimate his overall remuneration. We raise concern that the remuneration terms include a performance-linked variable pay as well as a profit-linked commission. These payouts are at the discretion of the NRC. While we recognize that there has been no commission payout to Srinivasagopalan Rangarajan in the past, there is no past trend on the payouts of the performance linked variable pay.The company must consider capping both these payouts in absolute amounts. Currently the variable pay is open-ended and consequently the entire remuneration structure is open-ended. Apart from the performance-linked variable pay and the profit-linked commission, the terms also mention a long-term incentive as per the long-term incentive policy, which is a new addition to the structure. This too, is at the discretion of the NRC. In the absence of any trend on past payouts, we are unable to make a reliable estimate. The company must disclose performance metrics which will be used to determine the variable payout. While we support his reappointment to the board as Chairperson and Managing Director, given the lack of clarity on the variable pay components, we are unable to support this resolution.
    8 for11 against
  • Reappointment of Ms. Rekha Murthy Rangarajan (DIN: 00647472) as a Whole-time Director of the Company.
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Trust Mutual Fund
    • Angel One Mutual FundGovernance concern: No absolute cap on variable pay & Nomination and Remuneration Committee discretion to determine variable payment.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Trust Mutual FundCompliant with law. Governance concern: No absolute cap on variable pay & NRC discretion to determine variable payment.
    • Mirae Asset Mutual FundT As per advisory recommendation (passive holding)
    • Nippon India Mutual FundGovernance concern: No absolute cap on variable pay & NRC discretion to determine variable payment.
    • SBI Mutual FundMs. Rekha Murthy Rangarajan, 60, is part of the promoter group and a Whole-time Director of the company. She has over 22 years of experience in the defense and aerospace electronics industry. She has attended all six board meetings in FY25 (100%). Ms. Rekha Murthy Rangarajan received a remuneration of Rs. 9.0 mn in FY25. We are unable to reliably estimate her overall remuneration. We raise concern that the remuneration terms include a performance-linked variable pay as well as a profit-linked commission. These payouts are at the discretion of the NRC. While we recognize that there has been no commission payout to Ms. Rekha Murthy Rangarajan in the past, we note that there is no past trend on the payouts of the performance linked variable pay. Hence, we are unable to reliably estimate these components. The company must consider capping both these payouts in absolute amounts. Currently the variable pay is open-ended and consequently the entire remuneration structure is open-ended. Apart from the performance-linked variable pay and the profit-linked commission, the terms also mention a long-term incentive as per the long-term incentive policy, which is a new addition to the structure. This too, is at the discretion of the NRC. In the absence of any trend on past payouts, we are unable to make a reliable estimate. The company must disclose performance metrics which will be used to determine the variable payout. While we support her reappointment to the board as Whole time Director, given the lack of clarity on the variable pay components, we are unable to support this resolution.
    8 for11 against
  • Ratification of remuneration payable to Mr. CMA G Sunderasan, Cost Accountant, (Membership No.11733), Cost Auditor of the Company.
    Against Axis Mutual Fund
    • Axis Mutual FundSrinivasagopalan Rangarajan, 67, is part of the promoter group and the Chairperson and Managing Director. He has over 26 years of experience in leading the company in the high-technology defense and aerospace electronics sectors. He attended all six board meetings in FY25 (100%). He received a remuneration of Rs. 11.0 mn in FY25. We are unable to reliably estimate his overall remuneration. We raise concern that the remuneration terms include a performance-linked variable pay as well as a profit-linked commission. These payouts are at the discretion of the NRC. While we recognize that there has been no commission payout to Srinivasagopalan Rangarajan in the past, there is no past trend on the payouts of the performance linked variable pay. The company must consider capping both these payouts in absolute amounts. Currently the variable pay is open-ended and consequently the entire remuneration structure is open-ended. Apart from the performance-linked variable pay and the profit-linked commission, the terms also mention a long-term incentive as per the long-term incentive policy, which is a new addition to the structure. This too, is at the discretion of the NRC. In the absence of any trend on past payouts, we are unable to make a reliable estimate. The company must disclose performance metrics which will be used to determine the variable payout. While we support his reappointment to the board as Chairperson and Managing Director, given the lack of clarity on the variable pay components, we are unable to support this resolution.
    16 for1 against
  • Appointment of M/s. Alagar & Associates LLP, Practicing Company Secretary as Secretarial Auditors of the Company.
    Against Axis Mutual Fund
    • Axis Mutual FundMs. Rekha Murthy Rangarajan, 60, is part of the promoter group and a Whole-time Director of the company. She has over 22 years of experience in the defense and aerospace electronics industry. She has attended all six board meetings in FY25 (100%). Ms. Rekha Murthy Rangarajan received a remuneration of Rs. 9.0 mn in FY25. We are unable to reliably estimate her overall remuneration. We raise concern that the remuneration terms include a performance-linked variable pay as well as a profit-linked commission. These payouts are at the discretion of the NRC. While we recognize that there has been no commission payout to Ms. Rekha Murthy Rangarajan in the past, we note that there is no past trend on the payouts of the performance linked variable pay. Hence, we are unable to reliably estimate these components. The company must consider capping both these payouts in absolute amounts. Currently the variable pay is open-ended and consequently the entire remuneration structure is open-ended. Apart from the performance-linked variable pay and the profit-linked commission, the terms also mention a long-term incentive as per the long-term incentive policy, which is a new addition to the structure. This too, is at the discretion of the NRC. In the absence of any trend on past payouts, we are unable to make a reliable estimate. The company must disclose performance metrics which will be used to determine the variable payout. While we support her reappointment to the board as Whole time Director, given the lack of clarity on the variable pay components, we are unable to support this resolution.
    18 for1 against
2 proposals not matched to one resolution
  • 6) Ratify remuneration of Rs. 85,000 payable to G Sundaresan as cost auditors for FY25.
    1 for0 against
  • Ratify remuneration of Rs. 85,000 payable to G Sundaresan as cost auditors for FY25
    1 for0 against
5 earlier meetings

Mutual fund votes, meeting of 30 Jul 2024, 15 fund houses

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

  • Adoption of the audited financial statements of the company for the financial year ended March 31, 2024, together with the reports of the Board of Directors and the Auditors thereon.
    14 for0 against
  • Declaration of Final Dividend for the financial year 2023-2024.
    14 for0 against
  • Re-appointment of Mr. Vijay Ananth K (DIN: 09398784),Whole-time Director, who retires by rotation and being eligible offers himself for re-appointment as a Director.
    14 for0 against
  • Ratification of remuneration payable to CMA G Sundaresan, Cost Accountant (Membership No.11733), Cost Auditor of the Company.
    14 for0 against
  • Approval for adoption of new Articles of Association (AoA) of the Company.
    Against Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
    • Groww Mutual Fund, Motilal Oswal Mutual FundNon-compliant with SEBI LODR: AoA allows appointment of alternate director to Independent director.
    • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for adoption of new set of Articles of Association (AoA) of the Company. No concern has been identified w.r.t. the modifications. However, The Clause 79 (1) of the Articles of Association mentions the appointment of an alternative director. Under the Regulation 25 (1) of SEBI LODR Regulations, 2015, the appointment of an alternative director for an independent director is non-compliant by the law. Since no clarity from the company has been received on the same, voting against.
    • Nippon India Mutual FundAoA allows appointment of alternate director to Independent director
    10 for4 against
  • Approval for creation of Charges on the movable and immovable properties of the Company, both present and future, in respect of the borrowings.
    12 for0 against
7 proposals not matched to one resolution
  • Item 1, as a fund house numbered it
    1 for0 against
  • Item 2, as a fund house numbered it
    1 for0 against
  • Item 3, as a fund house numbered it
    1 for0 against
  • Item 4, as a fund house numbered it
    1 for0 against
  • Item 5, as a fund house numbered it
    1 for0 against
  • Item 6, as a fund house numbered it
    1 for0 against
  • Approve Pledging of Assets for Debt
    Against HSBC Mutual Fund
    • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of information.
    1 for1 against

Mutual fund votes, meeting of 9 Aug 2023, 16 fund houses

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

  • Adoption of the audited standalone financial statements of the company for the financial year ended 31st March, 2023, together with the reports of the Board of Directors and the Auditors thereon
    16 for0 against
  • Declaration of Final Dividend for the financial year 2022-2023
    16 for0 against
  • Re-appointment of Mr. Mathew Cyriac (DIN: 01903606) as Director, who retires by rotation and being eligible offers himself for re-appointment as a Director
    16 for0 against
  • Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company
    Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund
    • Motilal Oswal Mutual Fund, PGIM India Mutual FundNo concern on merit of auditors. Non-Compliant with SEBI LODR Regulations. Rationale for material change in audit fee not disclosed
    • Nippon India Mutual FundInsufficient information
    13 for3 against
  • Appointment of CMA Sunderasan, Cost Accountant, (Membership No.11733), as Cost Auditor of the Company
    Against Axis Mutual Fund, Bandhan Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund
    • Axis Mutual Fund, SBI Mutual FundCMA Sundaresan is proposed to be appointed as the cost auditor for three years from FY24. However, CMA Sundaresan’s remuneration will be determined by the board from time to time. Regulations require companies to seek shareholder approval for the remuneration payable to cost auditors. We believe not seeking shareholder approval for remuneration is a regulatory violation.
    • Bandhan Mutual Fund, Motilal Oswal Mutual FundNon-compliance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 – as non-disclosure of remuneration proposed to ratify.
    • Kotak Mahindra Mutual Fund, PGIM India Mutual FundNon-compliance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 as non-disclosure of remuneration proposed to ratify.
    • Nippon India Mutual FundInadequate disclosure
    7 for7 against
  • Approval to continue the directorship of Mr. Sowmyan Ramakrishnan [DIN: 00005090], as Non-Executive Independent Director of the Company beyond the age of 75 years
    16 for0 against
  • Approval to continue the directorship of Dr. Sastry Venkata Rama Vadlamani, [DIN: 00027875], as Non-Executive Independent Director of the Company beyond the age of 75 years
    16 for0 against
  • Approval for payment of commission to Non-Executive Directors
    Against HSBC Mutual Fund
    • HSBC Mutual FundNon-executive directors participate in performance-based incentive schemes.
    15 for1 against
1 proposal not matched to one resolution
  • Approve Remuneration of Cost Auditors
    2 for0 against

Mutual fund votes, meeting of 27 Feb 2023, 9 fund houses

  • Approval for raising of funds in one or more tranches, by issuance of equity shares and/or other eligible securities.
    9 for0 against
  • Appointment of Ms. Anuradha Sharma (DIN: 01965605) as an Independent Director.
    9 for0 against

Mutual fund votes, meeting of 6 Sep 2022, 8 fund houses

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

  • Adoption of the audited standalone financial statements of the company for the financial year ended 31st March, 2022, together with the reports of the Board of Directors and the Auditors thereon
    8 for0 against
  • Declaration of Dividend for the financial year ended March 31, 2022.
    5 for0 against
  • Re-appointment of Mr. Srinivasagopalan Rangarajan (DIN: 00643456) as Director, who retires by rotation.
    8 for0 against
  • Re-appointment of Mrs. Rekha Murthy Rangarajan (DIN: 00647472) as Director, who retires by rotation.
    8 for0 against
  • Ratification of the appointment and the payment of remuneration to CMA Sunderasan, Cost Accountant, (Membership No. 11733), Cost Auditor.
    8 for0 against
  • Implementation of Article 83 of the Articles of Association of the Company.
    Against Franklin Templeton Mutual Fund, HDFC Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given that the director appointed on implementation of the said article, is entitled to a permanent board seat which could reduce his accountability by exempting him from retirement and would disallow shareholder review for his continued service.
    • HDFC Mutual FundThe shareholders would not get a chance to periodically review the appointment of a nominee director as they are not liable to retire by rotation
    3 for2 against
2 proposals not matched to one resolution
  • Approve continuation of Mathew Cyriac (DIN: 01903606) as Nominee Director of Florintree Capital Partners LLP
    Against Mahindra Manulife Mutual Fund
    • Mahindra Manulife Mutual FundThe company seeks shareholder approval to implement Article 83 of their Articles of Association, which entitles Florintree Capital Partners LLP to appoint one Director on the board of the company as long as it hold at least 7.5% of the issued and paid-up share capital of the company on a fully diluted basis, subject to shareholder approval. In line with Article 83, the company is seeking shareholder approval for continuation of Mathew Cyriac’s appointment on the board on 4 June 2021 as a Nominee Director of Florintree Capital Partners LLP. While we have no concerns with the proposal in principle as it is in line with the AoA, we note Mr Mathew Cyriac's attendance in board meetings has been limited over the last year (40%). We expect directors to participate and contribute to board discussions on a regular basis.
    2 for1 against
  • Declare final dividend of Rs. 3.50 per equity share of face value of Rs. 2.00 per share for FY22
    3 for0 against

Mutual fund votes, meeting of 6 May 2022, 9 fund houses

  • Appointment of Mr. Vijay Ananth K (DIN:09398784) as Director of the Company
    9 for0 against
  • Appointment of Mr. Vijay Ananth K (DIN:09398784) as an Executive Director of the Company
    9 for0 against

Each fund house counted once, from its own disclosure; the reasons are its own words.

Tax disputes

Reported in the filing for the quarter to Jun 2026.

  • Tax disputeIncome Tax DepartmentSince 10 Jul 2024
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Income Tax Appellate Tribunal
  • Tax disputeIncome Tax DepartmentSince 10 Jul 2024
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Income Tax Appellate Tribunal
  • Tax disputeIncome Tax DepartmentSince 9 Feb 2021
    Matter pending with Centralized Processing Center, Income Tax.
    At the filing before: Centralized Processing Center, Income Tax
  • Tax disputeService Tax DepartmentSince 28 Nov 2014
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Service Tax Appellate Tribunal, Chennai
  • Tax disputeSales Tax DepartmentSince 14 Dec 2005
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Sales Tax Appellate Tribunal, TamilNadu
  • Tax disputeSales Tax DepartmentSince 5 Feb 2021
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Sales Tax Appellate Tribunal, TamilNadu
  • Tax disputeSales Tax DepartmentSince 5 Feb 2021
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Sales Tax Appellate Tribunal, TamilNadu
  • Tax disputeSales Tax DepartmentSince 5 Feb 2021
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Appellate Deputy Commissioner of State Taxes, Chennai
5 more
  • Tax disputeSales Tax DepartmentSince 24 Mar 2020
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Appellate Deputy Commissioner of State Taxes, Chennai
  • Tax disputeSales Tax DepartmentSince 24 Mar 2020
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Appellate Deputy Commissioner of State Taxes, Chennai
  • Tax disputeSales Tax DepartmentSince 28 Nov 2014
    Matter pending with Appellate Authority
    At the filing before: Appeal filed with Sales Tax Appellate Tribunal, TamilNadu
  • Tax disputeGoods and Services Tax AuthoritiesSince 25 Feb 2025
    Writ filed at Madras High Court and the order is stayed
    At the filing before: Order passed by Joint Commissioner of Central Tax
  • Tax disputeGoods and Services Tax AuthoritiesSince 19 Jan 2026
    Writ filed at Madras High Court and the order is stayed
    At the filing before: Order passed by Joint Commissioner of Central Tax

In the company's own words, from its latest governance filing.

Investor complaints and compliance

Quarter by quarter.

Investor complaints received and resolved, the company's own count

  • Received
  • Resolved

Open at the quarter's end

None open at any quarter's end.
The board is made up as the listing rules require
Yes
The board has a regular chairperson
Yes
The company has a risk management committee
Yes
The chair is related to the managing director
Yes
The filing has a part on fines and penalties
No
The filing has a part on tax disputes
Yes
There was a cyber security incident in the quarter
No

The company's own answers in its filing.

How money raised was used

Reported for the quarter to Jun 2026.

RaisedAmount raisedForSet asideSpentSpent elsewhere
QIPMar 2023, checked by ICRA499.99Funding working capital requirements of our Company168.00168.00No
QIPMar 2023, checked by ICRA499.99Investment in product development by our Company167.24142.59No
QIPMar 2023, checked by ICRA499.99Repayment/ prepayment, in full or part, of certain borrowings availed by our Company25.0025.00No
QIPMar 2023, checked by ICRA499.99Funding capital expenditure towards setting up an EMI-EMC Testing Facility15.2313.63No
QIPMar 2023, checked by ICRA499.99Funding acquisition of land (including building)7.757.75No
QIPMar 2023, checked by ICRA499.99General corporate purposes104.52104.52No
₹ crore. Checked by is the agency appointed to monitor how the money is used. The reason and the comments are the company's, its audit committee's and its auditors' own words.