L&T Technology Services CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 18 Jan 2026, 26 fund houses

• AMENDMENT TO L&T TECHNOLOGY SERVICES LIMITED EMPLOYEE STOCK OPTION SCHEME 2016 (“LTTS ESOP SCHEME – 2016”)

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Taurus Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Issues identified in the ESOP Schemes itself. Non-disclosure of Exercise Price. Transparency concern: No clarity regarding extension of the Sub-Plan 2025 (proposed) to the employees of subsidiary(ies) or holding Company.
  • Axis Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThe company proposes to amend the LTTS ESOP Scheme – 2016 to continue granting ESOPs to employees beyond the scheme’s original termination date and bring it in compliance with SEBI SBEB & SE Regulations. Further, the company proposes to formulate an Employee Stock Option Sub-Plan 2025 (Sub-Plan 2025) under the scheme with a specified termination date which would comply with US Federal Laws, California Corporate Securities Law of 1968 and other applicable laws. However, the exercise price of ESOPs can be as low as face value of the shares. 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 market price. If the stock options are granted at a significant discount (>20%), there is no alignment between the interests of investors and those of employees. As a good practice, companies must grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics and targets. Since we do not support the scheme, we do not support the amendments.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundProposed amendment compliant with law. Governance concern: Issues identified in the ESOP Schemes itself. Non-disclosure of Exercise Price. Transparency concern: No clarity regarding extension of the Sub-Plan 2025 (proposed) to the employees of subsidiary(ies) or holding Company.
  • Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual FundScheme is non-compliant with SEBI SBEB Regulations; Non-disclosure of Exercise Price; Company has extended benefits to subsidiary(ies) without separate approval as required under SEBI (SBEB & SE) Regulations, 2021.
  • Canara Robeco Mutual FundThe company proposes to amend the LTTS ESOP Scheme – 2016 to continue granting ESOPs to employees beyond the scheme’s original termination date and bring it in compliance with SEBI SBEB & SE Regulations. Further, the company proposes to formulate an Employee Stock Option Sub-Plan 2025 (Sub-Plan 2025) under the scheme with a specified termination date which would comply with US Federal Laws, California Corporate Securities Law of 1968 and other applicable laws. However, the exercise price of ESOPs can be as low as face value of the shares. Given that we have low clarity on exercise price of the esop, we vote against.
  • HDFC Mutual FundThe company proposes to amend the LTTS ESOP Scheme – 2016 to continue granting ESOPs to employees beyond the scheme’s original termination date and bring it in compliance with SEBI SBEB & SE Regulations. There is lack of disclosure on the pricing of the ESOPs. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the proposal would enable the grant of options under the LTTS ESOP Scheme 2016 beyond its 10th anniversary, and the scheme allows the company to issue options to employees at a deep discount to the prevailing market price on the date of the grant. There is scope to further improve the rationale for extending the benefits of the scheme to the employees of the Company's Holding and Associate entities given that they are not directly contributing to the performance of the company. The committee may accelerate vesting of unvested stock options in the event of cessation of employment due to retirement.
  • Invesco Mutual FundThe company proposes to amend the LTTS ESOP Scheme – 2016 to continue granting ESOPs to employees beyond the scheme’s original termination date and bring it in compliance with SEBI SBEB & SE Regulations. Further, the company proposes to formulate an Employee Stock Option Sub-Plan 2025 (Sub-Plan 2025) under the scheme with a specified termination date which would comply with US Federal Laws, California Corporate Securities Law of 1968 and other applicable laws. However, the exercise price of ESOPs can be as low as face value of the shares. 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 market price. If the stock options are granted at a significant discount (>20%), there is no alignment between the interests of investors and those of employees. As a good practice, companies must grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics and targets. Since we do not support the scheme, we do not support the amendments
  • Kotak Mahindra Mutual FundThe company proposes to amend the LTTS ESOP Scheme 2016 to continue granting ESOPs to employees beyond the scheme s original termination date and bring it in compliance with SEBI SBEB & SE Regulations. Further, the company proposes to formulate an Employee Stock Option Sub-Plan 2025 (Sub-Plan 2025) under the scheme with a specified termination date which would comply with US Federal Laws, California Corporate Securities Law of 1968 and other applicable laws. As company states, they would be giving the ESOP on the face value. It meets the regulatory requirement and we have no concern about it. All permanent employees of the company, it s subsidiary /associate or the holding company would be eligible to participate in the scheme. Considering this, we draw objection with the resolution. Hence, we do not favour it.
  • Nippon India Mutual FundGovernance & Transparency Concern: No bifurcation of ESOPs, lack of clarity to ascertain the maximum quantum of benefits per employee under the scheme.
  • Tata Mutual FundThe company proposes to amend the LTTS ESOP Scheme – 2016 to continue granting ESOPs to employees beyond the scheme’s original termination date and bring it in compliance with SEBI SBEB & SE Regulations. Further, the company proposes to formulate an Employee Stock Option Sub-Plan 2025 (Sub-Plan 2025) under the scheme with a specified termination date which would comply with US Federal Laws, California Corporate Securities Law of 1968 and other applicable laws. However, as discussed with the company, the exercise price of ESOPs can be as low as face value of the shares. 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 market price. If the stock options are granted at a significant discount (>20%), there is no alignment between the interests of investors and those of employees. As a good practice, companies must grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics and targets. Since we do not support the scheme, we do not support the amendments.
  • UTI Mutual FundThe exercise price of ESOPs can be as low as face value of the shares. We do not support ESOP schemes giving shares at significant discount to CMP. Since we do not support the scheme, we do not support the amendments.

  5 for21 against

Mutual fund votes, meeting of 16 Jun 2025, 25 fund houses

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

• To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, and reports of the Board of Directors and Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, and the report of the Auditors thereon.MoreLess

  24 for0 against
• To declare Final Dividend of Rs.38/- per equity share of face value of Rs. 2/- each for the Financial Year 2024-25.

  25 for0 against
• To appoint a Director in place of Mr. S. N. Subrahmanyan (DIN: 02255382), who retires by rotation, and being eligible, offers himself for re-appointment.

  24 for0 against
• To appoint a Director in place of Mr. Alind Saxena (DIN: 10118258), who retires by rotation, and being eligible, offers himself for re-appointment.

  25 for0 against
• Appointment of M/s. Alwyn Jay & Co., Practicing Company Secretaries, Mumbai as Secretarial Auditors and fix their remuneration

  25 for0 against
• Re-appointment of Mr. Chandrasekaran Ramakrishnan (DIN: 00580842), as an Independent Director of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundThe Director has failed in his fiduciary duty to protect the interest of minority shareholders in the PNB Housing Finance Ltd in the past.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: In the opinion of SES, the Director has failed in his fiduciary duty to protect the interest of minority shareholders in the PNB Housing Finance Ltd in the past.
  • Nippon India Mutual FundGovernance Concern.
  • NJ Mutual FundChandrasekaran Ramakrishnan, 67, is former Executive Vice Chairperson of Cognizant. He has worked with Cognizant Technology Solutions for almost two decades in various management roles across North America, Europe and India. He has over 28 years of experience in delivery management, customer relationship management, accounts and P&L management. He has been on the board of LTTS as Independent Director since 19 October 2020. He attended all six board meetings held during FY25. Although his appointment meets regulatory requirements, we note he served as an Independent Director on the board of Mindtree Limited from 15 July 2020 till its amalgamation into LTIMindtree Limited. We will consider his overall association with Larsen & Toubro group while computing his tenure. Given his prolonged association with the group (he will complete ten years of association with the group during the proposed tenure on 14 July 2030), we do not support his reappointment as an Independent Director. The company must appoint him as NonExecutive Non-Independent Director.
  • Sundaram Mutual FundChandrasekaran Ramakrishnan, 67, is former Executive Vice Chairperson of Cognizant. He has worked with Cognizant Technology Solutions for almost two decades in various management roles across North America, Europe and India. He has over 28 years of experience in delivery management, customer relationship management, accounts and P&L management. He has been on the board of LTTS as Independent Director since 19 October 2020. He attended all six board meetings held during FY25. Although his appointment meets regulatory requirements, we note he served as an Independent Director on the board of Mindtree Limited from 15 July 2020 till its amalgamation into LTIMindtree Limited. We will consider his overall association with Larsen & Toubro group while computing his tenure. Given his prolonged association with the group (he will complete ten years of association with the group during the proposed tenure on 14 July 2030), we do not support his reappointment as an Independent Director. The company must appoint him as Non-Executive Non-Independent Director.

  15 for9 against
• Re-appointment of Mr. Abhishek Sinha (DIN: 07596644) as an Executive Director of the Company

  ›Against Canara Robeco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund

  • Canara Robeco Mutual Fund, Tata Mutual FundAbhishek Sinha received Rs. 42.8 mn as remuneration in FY25 (including fair value of stock options granted). We estimate his FY26 remuneration at Rs. 100.9 mn (including fair value of stock options which may be granted), which is not commensurate with the size and complexity of the business. The company has not given any guidance about the number of stock options that he may be granted over the course of his tenure. Further, the stock options are granted at a deep discount to the market price (at face value of Rs. 2.0), making them akin to assured pay. As a result, only about 3% of his FY26 remuneration is linked to company performance. A majority share of aggregate pay should be variable in nature to align it with the company performance and the performance parameters that govern variable pay should be disclosed. While we support his reappointment on the board, given the lack of disclosure regarding the quantum of stock options and non-alignment of aggregate remuneration with the company performance, we do not support his remuneration terms.
  • Mirae Asset Mutual FundStock options are granted at deep discount to the market price.
  • Nippon India Mutual FundLack of Clarity

  20 for4 against
• Entering into Material Related Party Transaction with Larsen & Toubro Limited, Holding Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: It is unclear as to how certain transactions falls within the ordinary course of business.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: It is unclear as to how certain transactions falls within the ordinary course of business.
  • Nippon India Mutual FundGovernance Concern: Lack of Clarity

  18 for7 against

Mutual fund votes, meeting of 24 Dec 2024, 25 fund houses

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

• Re-Appointment of Ms. Apurva Purohit (DIN: 00190097), Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, NJ Mutual FundMs. Apurva Purohit, 58, is co-founder of Aazol Ventures Private Limited, a consumer products company which aims to create a market for traditional food items made by self-help groups and micro-entrepreneurs. She has over three decades of experience in the media and entertainment industry with focus on new age emerging business. She holds a Bachelor’s degree in Physics and has completed her PGDM from IIM, Bangalore. She was an Independent Director on the board of Mindtree Limited from 1 January 2014. We will consider her overall association with Larsen & Toubro Limited, promoter company, from July 2019, following the conclusion of their open offer for equity shares of Mindtree Limited. She will exceed tenure of ten years with the group during the proposed tenure. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern on the merits of the proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.
  • HDFC Mutual FundWith the proposed tenure, Ms. Apurva Purohit's association with the group will cross 10 years. We believe that this is not in line with the spirit of the regulations.
  • HSBC Mutual FundItem 1: A vote FOR the nominee is warranted given the absence of any known issues concerning the nominee and the company's board and committee dynamics.
  • Invesco Mutual FundMs. Apurva Purohit, 58, is co-founder of Aazol Ventures Private Limited, a consumer products company which aims to create a market for traditional food items made by self-help groups and micro-entrepreneurs. She has over three decades of experience in the media and entertainment industry with focus on new age emerging business. She holds a Bachelor’s degree in Physics and has completed her PGDM from IIM, Bangalore. She was an Independent Director on the board of Mindtree Limited from 1 January 2014. We will consider her overall association with Larsen & Toubro Limited, promoter company, from July 2019, following the conclusion of their open offer for equity shares of Mindtree Limited. She will exceed tenure of ten years with the group during the proposed tenure. Hence, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo prior shareholders’ approval obtained for re-appointment as an ID.
  • PGIM India Mutual FundNo concern on the merits of the proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders approval obtained for re-appointment as an ID.
  • Sundaram Mutual Fund"Ms. Apurva Purohit, 58, is co-founder of Aazol Ventures Private Limited, a consumer products company which aims to create a market for traditional food items made by self-help groups and micro-entrepreneurs. She has over three decades of experience in the media and entertainment industry with focus on new age emerging business. She holds a Bachelor’s degree in Physics and has completed her PGDM from IIM, Bangalore. She was an Independent Director on the board of Mindtree Limited from 1 January 2014. We will consider her overall association with Larsen & Toubro Limited, promoter company, from July 2019, following the conclusion of their open offer for equity shares of Mindtree Limited. She will exceed tenure of ten years with the group during the proposed tenure. Hence, we do not support the resolution."

  8 for16 against
• Modification of the term of Mr. Narayanan Kumar (DIN: 00007848), Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Navi Mutual FundNarayanan Kumar, 74, is Chairperson of Group Corporate Board of the Sanmar Group, a conglomerate engaged in the business of chemicals, engineering and shipping. SEBI regulations require shareholder approval for continuation of Independent Directors on attaining the age of 75 years – he will attain 75 years of age during his tenure. We do not consider age to be a criterion for board (re)appointments. He completed his first term of five years as an Independent Director on 14 July 2021. He was re-appointed as an Independent Director from 15 July 2021 to 14 January 2025. The company seeks to modify the tenure from existing three years and six months to five years from 15 July 2021 to 14 July 2026.Narayanan Kumar has been on the board of Larsen and Toubro Limited, promoter company, since 27 May 2016. While considering appointment of Independent Directors, we consider the association with the group. He will exceed tenure of ten years with the group during the proposed tenure.Further, the company’s proposal to extend his second term by one and a half year, to complete an aggregate tenure of ten years, is an exception to the regulation: the regulation on the proposed extension is unclear. While we support an aggregate tenure of upto 10 years for the tenure of independent directors, we believe that the company may have misinterpreted the regulation that limits the tenure of independent directors to two terms. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern w.r.t merits of appointee. Non-Compliant with Section 149 of the Companies Act, 2013: Modification of term of appointment as ID akin to appointment for 3rd term, which cannot be done without serving cooling off period.
  • DSP Mutual Fund, NJ Mutual FundNarayanan Kumar, 74, is Chairperson of Group Corporate Board of the Sanmar Group, a conglomerate engaged in the business of chemicals, engineering and shipping. SEBI regulations require shareholder approval for continuation of Independent Directors on attaining the age of 75 years – he will attain 75 years of age during his tenure. We do not consider age to be a criterion for board (re)appointments. He completed his first term of five years as an Independent Director on 14 July 2021. He was re-appointed as an Independent Director from 15 July 2021 to 14 January 2025. The company seeks to modify the tenure from existing three years and six months to five years from 15 July 2021 to 14 July 2026. Narayanan Kumar has been on the board of Larsen and Toubro Limited, promoter company, since 27 May 2016. While considering appointment of Independent Directors, we consider the association with the group. He will exceed tenure of ten years with the group during the proposed tenure. Further, the company’s proposal to extend his second term by one and a half year, to complete an aggregate tenure of ten years, is an exception to the regulation: the regulation on the proposed extension is unclear. While we support an aggregate tenure of upto 10 years for the tenure of independent directors, we believe that the company may have misinterpreted the regulation that limits the tenure of independent directors to two terms. Hence, we do not support the resolution.
  • HDFC Mutual FundWith the proposed tenure, Mr. Narayanan Kumar's association with the group will cross 10 years. We believe that this is not in line with the spirit of the regulations.
  • HSBC Mutual FundWe have concerns about the director's attendance at board meetings.
  • Invesco Mutual FundNarayanan Kumar, 74, is Chairperson of Group Corporate Board of the Sanmar Group, a conglomerate engaged in the business of chemicals, engineering and shipping. SEBI regulations require shareholder approval for continuation of Independent Directors on attaining the age of 75 years – he will attain 75 years of age during his tenure. We do not consider age to be a criterion for board (re)appointments. He completed his first term of five years as an Independent Director on 14 July 2021. He was re-appointed as an Independent Director from 15 July 2021 to 14 January 2025. The company seeks to modify the tenure from existing three years and six months to five years from 15 July 2021 to 14 July 2026. Narayanan Kumar has been on the board of Larsen and Toubro Limited, promoter company, since 27 May 2016. While considering appointment of Independent Directors, we consider the association with the group. He will exceed tenure of ten years with the group during the proposed tenure. Further, the company’s proposal to extend his second term by one and a half year, to complete an aggregate tenure of ten years, is an exception to the regulation: the regulation on the proposed extension is unclear. While we support an aggregate tenure of upto 10 years for the tenure of independent directors, we believe that the company may have misinterpreted the regulation that limits the tenure of independent directors to two terms. Hence, we do not support the resolution
  • Kotak Mahindra Mutual FundThe duration of the second term has already been determined at the time of appointment and the law does not provide for the terms to be modified, after shareholders approval has been obtained. The proposed modification that seeks to extend the term of Mr. Kumar s appointment of the Board by 1 year and 6 months, is akin to reappointment. Hence voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNo cooling -off period
  • Sundaram Mutual Fund"Narayanan Kumar, 74, is Chairperson of Group Corporate Board of the Sanmar Group, a conglomerate engaged in the business of chemicals, engineering and shipping. SEBI regulations require shareholder approval for continuation of Independent Directors on attaining the age of 75 years – he will attain 75 years of age during his tenure. We do not consider age to be a criterion for board (re)appointments. He completed his first term of five years as an Independent Director on 14 July 2021. He was re-appointed as an Independent Director from 15 July 2021 to 14 January 2025. The company seeks to modify the tenure from existing three years and six months to five years from 15 July 2021 to 14 July 2026. Narayanan Kumar has been on the board of Larsen and Toubro Limited, promoter company, since 27 May 2016. While considering appointment of Independent Directors, we consider the association with the group. He will exceed tenure of ten years with the group during the proposed tenure. Further, the company’s proposal to extend his second term by one and a half year, to complete an aggregate tenure of ten years, is an exception to the regulation: the regulation on the proposed extension is unclear. While we support an aggregate tenure of upto 10 years for the tenure of independent directors, we believe that the company may have misinterpreted the regulation that limits the tenure of independent directors to two terms. Hence, we do not support the resolution."

  7 for17 against

Mutual fund votes, meeting of 26 Jun 2024, 24 fund houses

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

• To receive, consider and adopt:na. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the report of the Auditors thereon.MoreLess

  22 for0 against
• To declare final dividend for the financial year ended March 31, 2024, amounting to Rs.33/- per equity share.

  23 for0 against
• To appoint a Director in place of Mr. Abhishek Sinha (DIN: 07596644), who retires by rotation and being eligible, offers himself for re-appointment.

  24 for0 against
• Retirement of Mr. A.M. Naik (DIN: 00001514) by rotation

  23 for0 against
• Re-appointment of Mr. Amit Chadha (DIN: 07076149), as the Chief Executive Officer & Managing Director of the Company

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAmit Chadha, 51, is Chief Executive Officer and Managing Director since 1 April 2021. For FY24, his remuneration, including fair value of stock options granted in FY23 was Rs. 149.0 mn. We raise concerns about his proposed remuneration structure which is open-ended with commission at 0.2% of profits and no details of stock option grants during his proposed tenure. Given the absence of a cap on commission and information on stock option grants we are unable to reliably estimate the overall quantum of his remuneration. The company must cap his commission in absolute terms and disclose the performance parameters that will be used to determine commission payout.
  • Edelweiss Mutual FundTwo resolution merged into one. Not enough disclosures on the remuneration of the CEO & MD.

  18 for6 against

Mutual fund votes, meeting of 18 Jul 2023, 20 fund houses

• To receive, consider and adopt:na. the Audited Financial Statements of the Company for the financial year ended March 31, 2023, the reports of the Board of Directors and Auditors thereon; andnb. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the report of the Auditors thereon.MoreLess

  19 for0 against

  1 abstained

• To declare final dividend for the financial year ended March 31, 2023, amounting to Rs. 30/- per equity share.

  19 for0 against

  1 abstained

• To appoint a Director in place of Dr. Keshab Panda (DIN: 05296942), who retires by rotation and being eligible, offers himself for re-appointment.

  19 for0 against

  1 abstained

• Appointment of Ms. Aruna Sundararajan (DIN: 03523267) as an Independent Director of the Company.

  19 for0 against

  1 abstained

• Appointment of Mr. Alind Saxena (DIN: 10118258) as President Sales & WholeTime Director of the Company

  19 for0 against

  1 abstained

Mutual fund votes, meeting of 14 Feb 2023, 20 fund houses

• Approval for Material Related Party transaction in connection with acquisition of a substantial portion of the Smart World & Communication Business of Larsen & Toubro Limited as a going concern on a slump sale basis and other incidental transactions/ mattersMoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, WhiteOak Capital Mutual Fund

  • Axis Mutual FundOwing to the current dependence on government orders, the SWC business has high receivable days. Stretched working capital cycle, could in turn impacting the overall operating cashflows of the company.
  • Bank of India Mutual FundThe company proposes to acquire the Smart World and Communication (SWC) business from Larsen and Toubro Limited (L&T) – the promoter company – for a total consideration of Rs. 8.0 bn. The remaining related party transactions include a service agreement of Rs. 5.0 bn, a support agreement of Rs. 1.0 bn and other ancillary transactions of Rs. 6.0 bn.While LTTS has rationalized that this acquisition aligns with three of their stated Big Bets i.e., 5G, Sustainability and Digital Products & AI, we believe that the company must clearly outline what quantitative gaps the acquisition will fill in their existing product portfolio. While the valuation report is not publicly available on the company’s website, it has been subsequently shared on request – it does not disclose the financial profile or financial track record of the SWC business. From public sources, we understand that SWC is a low margin business with a high receivable day cycle, which could dent the overall EBIT margin profile for LTTS (by ~150 bps).
  • Invesco Mutual FundThe company proposes to acquire the Smart World and Communication (SWC) business from Larsen and Toubro Limited (L&T) – the promoter company – for a total consideration of Rs. 8.0 bn. The remaining related party transactions include a service agreement of Rs. 5.0 bn, a support agreement of Rs. 1.0 bn and other ancillary transactions of Rs. 6.0 bn. While LTTS has rationalized that this acquisition aligns with three of their stated Big Bets i.e., 5G, Sustainability and Digital Products & AI, we believe that the company must clearly outline what quantitative gaps the acquisition will fill in their existing product portfolio. We understand that SWC is a low margin business with a high receivable day cycle, which could dent the overall EBIT margin profile for LTTS (by ~150 bps). Moreover the company intends to rundown large part of the business which is linked to government contracts. Moreover SWC has no inroads to international business at the current stage.
  • JM Financial Mutual FundCompliant with law; Governance Concern: Clubbed resolution; Fairness & Transparency Concern: Inadequate disclosure regarding valuation of the transaction.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInsufficient information
  • WhiteOak Capital Mutual FundThe company proposes to acquire the Smart World and Communication (SWC) business from Larsen and Toubro Limited (L&T) – the promoter company – for a total consideration of Rs. 8.0 bn. The remaining related party transactions include a service agreement of Rs. 5.0 bn, a support agreement of Rs. 1.0 bn and other ancillary transactions of Rs. 6.0 bn. While LTTS has rationalized that this acquisition aligns with three of their stated Big Bets i.e., 5G, Sustainability and Digital Products & AI, we believe that the company must clearly outline what quantitative gaps the acquisition will fill in their existing product portfolio. While the valuation report is not publicly available on the company’s website, it has been subsequently shared on request – it does not disclose the financial profile or financial track record of the SWC business. From public sources, we understand that SWC is a low margin business with a high receivable day cycle, which could dent the overall EBIT margin profile for LTTS. Also there is a lot of uncertainity regarding merger synergies.

  13 for7 against