C.E. Info Systems MD, chairman, board of directors and AGM

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

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

• Adoption of Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31.03.2025

  ›Against Axis Mutual Fund

  • Axis Mutual FundThe auditor has not raised concerns regarding the financial statements. However, our decision on this resolution is driven by our reliance on auditors. We raise concerns over the quality of audit conducted since the statutory auditor, Brijesh Mathur & Associates. is a sole proprietorship and may not have the requisite scale to audit a company of this size. We are unable to support the resolution.

  14 for1 against
• Declaration and Payment of Dividend for the financial year ended 31st March, 2025

  14 for0 against
• Appointment of M/s. M S K A & Associates, Chartered Accountants, (ICAI Firm Registration No. 105047W), as the Statutory Auditors of the Company

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual FundNo concern w.r.t merits of Proposed Statutory Auditor. Transparency Concern: Rationale for a material change in audit fee not disclosed.

  12 for2 against
• Re-appointment of Mr. Rakesh Kumar Verma (DIN: 01542842) as Managing Director of the Company

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

  • Angel One Mutual FundGovernance Concern: Combined position as Chairman and Managing Director of the Company will lead to concentration of power in the hand of single person.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern w.r.t merits of the Director or proposed remuneration. Governance Concern: Combined position as Chairman and Managing Director of the Company will lead to concentration of power in the hand of single person
  • Nippon India Mutual FundGovernance Concern: Combined position as Chairman and Managing Director of the Company will lead to concentration of power in the hand of single person

  9 for7 against
• Appointment of Dr. Ranjan Kumar Mohapatra (DIN: 08006199) as an Independent Director of the Company

  16 for0 against
• Payment of Commission to Non-Executive Directors of the Company

  16 for0 against
• Approval of the material related party transaction(s) proposed to be entered into by the Company with Gtropy Systems Private Limited, Material subsidiary Company during the financial year 2025-26

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual FundCompliant with law. Governance Concern: Arm’s Length/ Basis of Pricing not disclosed. Significant Shift between quantum of previous year RPTs and proposed limit and no specific justification.
  • Kotak Mahindra Mutual FundThe company acquired Gtropy Systems Private Limited (Gtropy) to expand their IoT business. Gtropy is engaged in providing IoT and SaaS solutions to the Commercial Vehicle Fleet and OE market by providing transporters and logistics companies with route optimization, vehicle tracking and telematics, trip management, ADAS for road safety, advanced navigation and expense management solutions. The company holds 75.98% shareholding of Gtropy making it a subsidiary from 4 February 2022. The balance shareholding is held by the former promoters of Gtropy. The proposed transactions include purchase of IoT goods & services. Such transactions aggregated Rs. 528.4 mn in FY25 and the company now estimates these transactions to aggregate Rs. 1.5 bn in FY26. The company has not disclosed a rationale for the significant increase in the proposed limits. Hence, we do not support this resolution. So, we are voting against.

  13 for3 against
• Power to manage treasury operations by way of investing and making loans/investing/providing guarantee/security in excess of the limits specified under Section 186 of the Companies Act, 2013

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Omnibus approval with inadequate disclosures with regards to specific plan for utilization of said limit, the recipient of the proposed loans/ investments.
  • Axis Mutual Fund, UTI Mutual FundAs on 31 March 2025, the aggregate of the company's investments/loans/guarantees under section 186 of the Companies Act, 2013, is Rs. 3,030.5 mn which constitutes ~39.4% of the automatic limit for such transactions under Section 186 of the Companies Act, 2013. The company is a data and technology products and platforms company, offering proprietary digital maps as a service (“MaaS”), software as a service (“SaaS”), and platform as a service (“PaaS”) and regularly makes acquisitions in the IoT and SaaS solutions space to boost growth. Consequently, the company proposes to increase its limits under Section 186 to Rs. 10.0 bn, which is about 1.3x the current automatic limit. While we understand that the company may need to make further investments given the nature of operations, we raise concern that there is significant headroom available under the automatic limits. Further, the company has not specified the entities it seeks to extend support to in order to enable shareholders to make an informed decision. In the absence of these disclosures, we are unable to support this resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with the law. Governance & Transparency Concern: Omnibus approval with Inadequate disclosures w.r.t specific plan for utilization of said limit, the recipient of the proposed loans/ investments.
  • HDFC Mutual FundThe company proposes to increase its limits under Section 186 to Rs. 10.0 bn, which is about 1.3x the current automatic limit. There is significant headroom available under the existing automatic limits. Further, the company has not specified the entities it seeks to extend support to in order to enable shareholders to make an informed decision. In the absence of these disclosures, we are unable to support this resolution.
  • Kotak Mahindra Mutual FundAs on 31 March 2025, the aggregate of the company's investments/loans/guarantees under section 186 of the Companies Act, 2013, is Rs. 3,030.5 mn which constitutes ~39.4% of the automatic limit for such transactions under Section 186 of the Companies Act, 2013. The company is a data and technology products and platforms company, offering proprietary digital maps as a service ( MaaS ), software as a service ( SaaS ), and platform as a service ( PaaS ) and regularly makes acquisitions in the IoT and SaaS solutions space to boost growth. Consequently, the company proposes to increase its limits under Section 186 to Rs. 10.0 bn, which is about 1.3x the current automatic limit. While we understand that the company may need to make further investments given the nature of operations, we raise concern that there is significant headroom available under the automatic limits. Further, the company has not specified the entities it seeks to extend support to in order to enable shareholders to make an informed decision. In the absence of these disclosures, we are unable to support this resolution. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundTransparency concern: No adequate disclosure

  4 for12 against
• Appointment of CS Santosh Kumar Pradhan Practicing Company Secretary as Secretarial Auditor of the Company

  16 for0 against

Mutual fund votes, meeting of 4 Nov 2024, 14 fund houses

• Appointment of Mr. Vijay Ajmera (DIN: 03142576) as Director of the company.

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. The Company has not obtained shareholders’ approval of AoA of the Company Post IPO.
  • Edelweiss Mutual FundCompliant with law. However, The Company has not obtained shareholders’ approval of AoA of the Company Post IPO
  • Nippon India Mutual FundThe Company has not obtained shareholders’ approval of AoA of the Company Post IPO.
  • PGIM India Mutual FundCompliant with law. The Company has not obtained shareholders approval of AoA of the Company Post IPO.

  8 for6 against

Mutual fund votes, meeting of 9 Aug 2024, 12 fund houses

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

• Adoption of Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31.03.2024

  ›Against Axis Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundThe auditor has not raised concerns on the financial statements. However, our decision on this resolution is driven by our reliance on auditors. We raise concerns over the quality of audit conducted since the statutory auditor, Brijesh Mathur & Associates. is a sole proprietorship and may not have the requisite scale to audit a company of this size.
  • Sundaram Mutual FundThe auditor has not raised concerns on the financial statements. However, our decision on this resolution is driven by our reliance on auditors. We raise concerns over the quality of audit conducted since the statutory auditor, Brijesh Mathur & Associates. is a sole proprietorship and may not have the requisite scale to audit a company of this size. We are unable to support the resolution.

  9 for2 against
• Declaration and Payment of Dividend for the financial year ended 31.03.2024;

  10 for0 against
• Re-appointment of Director;

  2 for0 against
• To Consider and Approve the Appointment of Ms. Rashmi Verma (DIN: 00680868), as Whole Time Director of the Company;

  12 for0 against
• Appointment of Mr. Rajagopalan Sundar (DIN: 00008764) as an Independent Director of the Company;

  12 for0 against
• Re-appointment of Mr. Shambhu Singh (DIN: 01219193) as an Independent Director of the Company;

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.
  • Nippon India Mutual FundRe-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.

  8 for4 against
• Re-appointment of Mr. Anil Mahajan (DIN: 00003398) as an Independent Director of the Company;

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.
  • Nippon India Mutual FundRe-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.

  8 for4 against
• Re-appointment of Mr. Kartheepan Madasamy (DIN: 03562906) as an Independent Director of the Company;

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.
  • Nippon India Mutual FundRe-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.

  8 for4 against
• Re-appointment of Ms. Tina Trikha (DIN: 02778940) as an Independent Director of the Company

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.
  • Nippon India Mutual FundRe-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.

  8 for4 against
• Approval of the material related party transaction(s) proposed to be entered into by the company with Gtropy Systems Private Limited. Subsidiary during the Financial Year 2024-25;

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-Compliant with SEBI LODR Regulation: Certain RPTs not included while seeking approval for material RPT with the related party Governance Concern: Basis of arm’s length pricing not disclosed.

  8 for4 against
• Approval for the increasing the limit for giving Guarantee or providing Security in connection with Loans availed by M/s Gtropy Systems Private Limited, Subsidiary of the Company;

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-Compliant with Section 185: Certain material Terms not disclosed; Technically not aligned with SEBI LODR Regulation: Technically, the Company cannot undertake the transaction since the same is not aggregated with the RPT approval sought under resolution 10.

  8 for4 against

Mutual fund votes, meeting of 29 Dec 2023, 13 fund houses

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

• To raise capital by way of a Qualified Institutions Placement (QIP) to eligible Investors through an issuance of equity shares.

  12 for0 against

Mutual fund votes, meeting of 1 Sep 2023, 11 fund houses

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

• Adoption of Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March,2023

  ›Against Sundaram Mutual Fund

  • Sundaram Mutual FundOur decision on this resolution is driven by our reliance on auditors. We raise concerns over the quality of audit conducted since the statutory auditor, Brijesh Mathur & Associates is a Delhi-based sole proprietorship and may not have the requisite scale to audit a listed company.

  9 for1 against
• Declaration of Dividend for the financial year ended 31st March, 2023.

  7 for0 against
• Re-appointment of Director.

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Holding dual position of Chairman and Managing Director.

  8 for2 against
• To Consider and Approve the appointment & payment pf professional fees to be paid to Ms. Rakhi Prasad (DIN: 07621845), one of the Non- Executive Director as a consultant.

  11 for0 against
• Re-Appointment of Mr. Rohan Verma (DIN: 01797489) as the Whole Time Director of the Company.

  11 for0 against
• Modification of existing Employee Stock Option Plan, 2008 of C.E. Info Systems Limited

  ›Against HDFC Mutual Fund, Sundaram Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a discount to market price
  • Sundaram Mutual FundThe company seeks to amend the ESOP 2008 scheme, approved by shareholders at the 2022 AGM. Under the scheme, 106,947 options can be granted. The company seeks approval to change the vesting schedule from exercise of 25% of the vested options at the end of each year to vesting of 50% of the granted options in the third year and the balance 50% in the fourth year from the date of grant.Till date, under the scheme the company has granted 52,000 options at Rs. 12.15, which represents a ~99% discount to the market price. Vesting is primarily tenure based. While the amendments relate to changes in the vesting schedule, we do not favour ESOP schemes where the exercise price can be at a significant discount to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price. Since we do not support the scheme, we do not support the modification to the vesting period.

  9 for2 against
• Payment of Commission to Non- Executive Director of the Company.

  11 for0 against

Mutual fund votes, meeting of 15 Sep 2022, 6 fund houses

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

• Adoption of Audited Standalone and Consolidated Financial Statements.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLack of requisite scale to audit a listed company

  5 for1 against
• Confirmation of Dividend

  6 for0 against
• Re-appointment of Director

  6 for0 against
• Appointment of Ms. Sonika Chandra (DIN: 09193853) as Non-Executive Director of the Company

  ›Against Edelweiss Mutual Fund, Nippon India Mutual Fund

  • Edelweiss Mutual FundNon Executive directors should be liable for retirement
  • Nippon India Mutual FundProposed appointment of director is not liable to retirement by rotation

  4 for2 against
• Ratification of “Employee Stock Option Plan 2008 of C.E. Info Systems Limited”.

  ›Against Edelweiss Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund

  • Edelweiss Mutual FundNot as per SEBI regulation
  • Nippon India Mutual FundInadequate disclosure
  • Tata Mutual FundOf the aggregate 1,775,547 options under the scheme, 1,668,600 have been granted pre-IPO, leaving 106,947 options that can be incrementally granted. The maximum dilution for the total scheme (including options granted but not exercised) is 3.2%, on the extended capital base. Assuming that all options are granted at face value of Rs. 2.0, we estimate the annualized cost of the scheme at Rs. 36.0 mn. This is 3.1% of the Consolidated FY22 PBT. There is no clarity on the exercise price of options. We do not favor ESOP schemes where there is no clarity on the exercise price – the options may even be granted at face value of Rs. 2.0 per share. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price.

  3 for3 against
• Approval of Payment of remuneration to Mrs. Rakhi Prasad (DIN: 07621845) as Non-Executive Director of the company

  6 for0 against
• Approval for giving guarantee or providing security in connection with loans availed by a Subsidiary Company

  4 for0 against
• Power to make Loan, Investment & Guarantee

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInadequate disclosure

  3 for1 against