Tanla Platforms logo

Tanla Platforms CEO, MD, chairman, board of directors and AGM

NSE: TANLABSE: 532790IT - SoftwareSmall Cap

Formerly Tanla Solutions
Last close ₹557.15down ₹24.15 (4.15%)BSE ₹557.10

Share price at the NSE close on 23 Oct 2026. Previous close ₹581.30.

52-week range of traded prices to 23 Oct 2026
₹365.90Low, 30 Mar 2026₹656.00High, 23 Jul 2026
Market cap
₹7,390 Cr703rd largest listed
P/E
13.9
P/B
3.0
Dividend yield
2.15%
ROE
22.4%
ROCE
25.4%
Debt to equity
0.00
Volume, NSE
7,42,30239.8% delivered

Tanla Platforms 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 chief executiveDasari Uday Kumar ReddyRelated to the promoter
  • Company Secretary and Compliance OfficerSeshanuradha Chava

7 directors4 independent2 executive1 non-executive

  • Dasari Uday Kumar Reddy · Chairperson and chief executiveExecutive · joined Nov 1999 · reappointed Oct 2024 · 1 listed board · 1 committee seat
  • Sanjay KapoorNon-executive · joined Aug 2019 · reappointed Jul 2024 · 1 listed board · 1 committee seat
  • Deepak Satyaprakash GoyalExecutive · joined Jul 2020 · reappointed Sep 2025 · 1 listed board
  • Ram Sewak SharmaIndependent · joined Jan 2024 · reappointed Jan 2024 · 29 months as independent · 2 listed boards · 2 as independent · 4 committee seats
  • Francois Ortalo-MagneIndependent · joined Oct 2024 · reappointed Oct 2024 · 20 months as independent · 1 listed board · 1 as independent
  • Naiyya SaggiIndependent · joined Dec 2024 · reappointed Dec 2024 · 18 months as independent · 2 listed boards · 2 as independent · 3 committee seats, 1 as chair
  • Sunil Ramakant BhumralkarIndependent · joined Jun 2025 · reappointed Jun 2025 · 12 months as independent · 5 listed boards · 5 as independent · 9 committee seats, 5 as chair

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.

1 director who left
  • Rahul Khanna, left 16 Jul 2025: Tenure Completion

Committees and meetings

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

  • Board

    • 23 Jun 20267 of 7 present4 independent · 59 days in between
    • 24 Apr 20267 of 7 present4 independent · no day in between
    • 23 Apr 20267 of 7 present4 independent · 90 days in between
    • 22 Jan 20267 of 7 present4 independent

  • Audit Committee

    Chair Sunil Ramakant Bhumralkar

    Ram Sewak Sharma, Dasari Uday Kumar Reddy

    • 24 Apr 20263 of 3 present2 independent · 1 day in between
    • 22 Apr 20263 of 3 present2 independent · 90 days in between
    • 21 Jan 20263 of 3 present2 independent

  • Nomination and remuneration committee

    Chair Francois Ortalo-Magne

    Ram Sewak Sharma, Sanjay Kapoor

    • 23 Jun 20263 of 3 present2 independent · 69 days in between
    • 14 Apr 20263 of 3 present2 independent · 7 days in between
    • 6 Apr 20263 of 3 present2 independent

  • Stakeholders Relationship Committee

    Chair Naiyya Saggi

    Sanjay Kapoor, Ram Sewak Sharma

    • 10 Feb 20263 of 3 present2 independent

  • Risk Management Committee

    Chair Sanjay Kapoor

    Francois Ortalo-Magne, Dasari Uday Kumar Reddy, Deepak Satyaprakash Goyal, Ram Sewak Sharma

    • 15 Apr 20263 of 5 present2 independent · 82 days in between
    • 22 Jan 20265 of 5 present2 independent

  • Corporate Social Responsibility Committee

    Chair Ram Sewak Sharma

    Dasari Uday Kumar Reddy, Naiyya Saggi, Francois Ortalo-Magne

    • 15 Apr 20263 of 4 present3 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.

  • M S K A ASSOCIATES LLPPeer-review certificate valid to Jul 2027
1 earlier auditor
  • M S K A & AssociatesNamed in the filing for the quarter to Mar 2025

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.

Tanla Platforms 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.Tanla Platforms dividend history

Annual general meeting, 20 Jul 2026

2,70,109 shareholders on the register on 13 Jul 2026; present: 4 promoters and 58 others; votes counted by Mr. Mahadev Tirunagari / Mahadev Tirunagari.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the Audited Financial Statements for the FY 2026
    Ordinary
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.00% · other public 1.60%

    Turnout: all 49.97% · promoters 92.43% · institutions 84.41% · other public 0.59%

  2. To appoint Mr. Deepak Satyaprakash Goyal (DIN:01755263) as a Director, liable to retire by rotation
    Ordinary
    99.33% for0.67% against

    Against: promoters 0.00% · institutions 4.62% · other public 2.30%

    Turnout: all 50.13% · promoters 92.43% · institutions 86.31% · other public 0.60%

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, 23 Jul 2025, 4 resolutions

3,18,681 shareholders on the register on 16 Jul 2025; present: 1 promoter and 107 others; votes counted by Mr. Mahadev Tirunagari / Mahadev Tirunagari.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the Audited Financial Statements
    Ordinary
    99.71% for0.29% against

    Against: promoters 0.00% · institutions 1.79% · other public 0.47%

    Turnout: all 43.89% · promoters 80.17% · institutions 87.59% · other public 0.57%

  2. To appoint Mr. D. Uday Kumar Reddy (DIN: 00003382) as a Director, liable to retire by rotation
    Ordinary
    94.05% for5.95% against

    Against: promoters 0.00% · institutions 36.21% · other public 0.57%

    Turnout: all 43.95% · promoters 80.17% · institutions 88.34% · other public 0.56%

  3. To approve the re-appointment of Mr. Deepak Satyaprakash Goyal (DIN:01755263) as an Executive Director of the Company
    Special
    87.22% for12.78% against

    Against: promoters 0.00% · institutions 77.57% · other public 0.64%

    Turnout: all 43.97% · promoters 80.17% · institutions 88.58% · other public 0.56%

  4. To approve appointment of Mr. Mahadev Tirunagari, Practising Company Secretary as Secretarial Auditor and fix his remuneration
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.75%

    Turnout: all 43.97% · promoters 80.17% · institutions 88.58% · other public 0.56%

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.

Postal ballot, 16 Jul 2025, 2 resolutions

3,06,918 shareholders on the register on 13 Jun 2025; votes counted by Mr. Mahadev Tirunagari / Mahadev Tirunagari.The company's voting result (opens in a new tab)

  1. Appointment of Mr. Sunil Ramakant Bhumralkar (DIN: 00177658) as an Independent Director of the Company
    Special
    99.91% for0.09% against

    Against: promoters 0.00% · institutions 0.46% · other public 1.03%

    Turnout: all 44.98% · promoters 81.43% · institutions 83.57% · other public 1.11%

  2. Approval for Buyback of Equity Shares of the Company
    Special
    99.93% for0.07% against

    Against: promoters 0.00% · institutions 0.14% · other public 4.11%

    Turnout: all 44.99% · promoters 81.43% · institutions 83.57% · other public 1.12%

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.

Postal ballot, 6 Jan 2025, 2 resolutions

2,81,151 shareholders on the register on 29 Nov 2024; votes counted by Mr. Mahadev Tirunagari / Mahadev Tirunagari.The company's voting result (opens in a new tab)

  1. Appointment of Mr. Francois Ortalo-Magne (DIN: 10801111) as an Independent Director
    Special
    99.72% for0.28% against

    Against: promoters 0.00% · institutions 0.19% · other public 6.66%

    Turnout: all 12.94% · promoters 0.00% · institutions 91.24% · other public 0.44%

  2. Appointment of Ms. Naiyya Saggi (DIN: 06755099) as an Independent Director
    Special
    99.72% for0.28% against

    Against: promoters 0.00% · institutions 0.19% · other public 6.76%

    Turnout: all 12.93% · promoters 0.00% · institutions 91.24% · other public 0.44%

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, 25 Jul 2024, 6 resolutions

Present: 1 promoter and 48 others.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the Audited Financial Statements
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.07%

    Turnout: all 57.66% · promoters 95.33% · institutions 95.46% · other public 3.22%

  2. To declare Final Dividend
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.07%

    Turnout: all 57.66% · promoters 95.33% · institutions 95.46% · other public 3.22%

  3. Appointment of Mr. Deepak Goyal as a Director, liable to retire by rotation
    Ordinary
    89.59% for10.41% against

    Against: promoters 0.00% · institutions 42.11% · other public 0.09%

    Turnout: all 57.66% · promoters 95.33% · institutions 95.46% · other public 3.22%

  4. Re-appointment of M/s. MSKA & Associates, Chartered Accountants, as the statutory auditors of the Company and to fix their remuneration
    OrdinaryPromoters have an interest in it
    99.84% for0.16% against

    Against: promoters 0.00% · institutions 0.63% · other public 0.08%

    Turnout: all 57.66% · promoters 95.33% · institutions 95.46% · other public 3.22%

  5. Approve the re-appointment of Mr. D. Uday Kumar Reddy (DIN: 00003382), as Chairman and Chief Executive Officer (Chairman & CEO) of the Company and the remuneration payable
    Special
    98.00% for2.00% against

    Against: promoters 0.00% · institutions 5.17% · other public 0.09%

    Turnout: all 36.84% · promoters 48.16% · institutions 95.46% · other public 3.22%

  6. Re-Appointment of Mr. Sanjay Kapoor (DIN:01973450) as Non-Executive Director of the Company
    Special
    89.22% for10.78% against

    Against: promoters 0.00% · institutions 43.58% · other public 0.09%

    Turnout: all 57.66% · promoters 95.33% · institutions 95.46% · other public 3.22%

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.

Postal ballot, 27 May 2024, 4 resolutions

The company's voting result (opens in a new tab)

  1. Approval of ‘TPL Stock Options Scheme 2024’
    Special
    88.09% for11.91% against

    Against: promoters 0.00% · institutions 40.83% · other public 7.51%

    Turnout: all 51.79% · promoters 82.69% · institutions 95.69% · other public 0.52%

  2. To approve grant of employee stock Options to the employees of the subsidiary Company of the Company under ‘TPL Stock Options Scheme 2024’
    Special
    88.09% for11.91% against

    Against: promoters 0.00% · institutions 40.83% · other public 7.61%

    Turnout: all 51.79% · promoters 82.69% · institutions 95.69% · other public 0.52%

  3. Approval of secondary acquisition of shares through Trust route for the implementation of ‘TPL Stock Options Scheme 2024’
    Special
    88.15% for11.85% against

    Against: promoters 0.00% · institutions 40.69% · other public 2.77%

    Turnout: all 51.79% · promoters 82.69% · institutions 95.69% · other public 0.52%

  4. Approval for Provision of money by the Company for purchase of its own Shares by the Trust under the ‘TPL Stock Options Scheme 2024’
    Special
    88.11% for11.89% against

    Against: promoters 0.00% · institutions 40.83% · other public 2.81%

    Turnout: all 51.79% · promoters 82.69% · institutions 95.69% · other public 0.52%

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.

Postal ballot, 23 Mar 2024, 1 resolution

The company's voting result (opens in a new tab)

  1. Appointment of Dr. Ram Sewak Sharma (DIN: 02166194) as an Independent Director
    Special
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.01% · other public 0.30%

    Turnout: all 52.01% · promoters 82.69% · institutions 95.64% · other public 1.02%

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 2023, 4 resolutions

Present: 1 promoter and 78 others.The company's voting result (opens in a new tab)

  1. Adoption of Financial Statements
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.09%

    Turnout: all 52.27% · promoters 84.64% · institutions 90.75% · other public 1.86%

  2. To declare Final Dividend
    Ordinary
    99.98% for0.02% against

    Against: promoters 0.00% · institutions 0.00% · other public 1.46%

    Turnout: all 52.28% · promoters 84.64% · institutions 90.81% · other public 1.86%

  3. To appoint a Director liable to retire by rotation
    Ordinary
    98.94% for1.06% against

    Against: promoters 0.00% · institutions 3.92% · other public 0.11%

    Turnout: all 52.18% · promoters 84.64% · institutions 90.14% · other public 1.86%

  4. Consent of Members for increase in the limits applicable for making investments / extending loans and giving guarantees or providing securities in connection with loans to Persons / Bodies Corporate
    Special
    89.16% for10.84% against

    Against: promoters 0.00% · institutions 39.74% · other public 5.86%

    Turnout: all 52.28% · promoters 84.64% · institutions 90.81% · other public 1.85%

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.

Mutual fund votes, meeting of 20 Jul 2026, 1 fund house so far (houses' deadline to file 15 Oct 2026)

  • To receive, consider and adopt the Audited Financial Statements for the FY 2026
    1 for0 against
  • To appoint Mr. Deepak Satyaprakash Goyal (DIN:01755263) as a Director, liable to retire by rotation
    1 for0 against

Mutual fund votes, meeting of 23 Jul 2025, 15 fund houses

  • To receive, consider and adopt the Audited Financial Statements
    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 FundNon disclosure of audited financial statements of subsidiaries on the website of the Company.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundUnqualified financial statements. Non-Compliant with S.136(1) of the Companies Act & Regulation 46(2)(s) of SEBI LODR: Nondisclosure of audited financial statements of subsidiaries on the website of the Company.
    • Nippon India Mutual FundNon-Compliant with S.136(1) of the Companies Act & Regulation 46(2)(s) of SEBI LODR: Nondisclosure of audited financial statements of subsidiaries on the website of the Company.
    8 for7 against
  • To appoint Mr. D. Uday Kumar Reddy (DIN: 00003382) as a Director, liable to retire by rotation
    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 Fund, Nippon India Mutual FundGovernance Concern: Appointee holds combined position of Chairman & Executive Director, which may lead to concentration of power in the hands of a single individual.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with Law. No concern on merit of appointee. Governance Concern: Appointee holds combined position of Chairman & Executive Director, which may lead to concentration of power in the hands of a single individual.
    8 for7 against
  • To approve the re-appointment of Mr. Deepak Satyaprakash Goyal (DIN:01755263) as an Executive Director of the Company
    Against Axis Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, SBI Mutual Fund
    • Axis Mutual FundDeepak Goyal, 53, is Executive Director, Tanla Platforms Limited. He is also Executive Director and Chief Executive Officer, Karix Mobile Private Limited. He joined Karix Mobile Private Limited (previously known as Air2Web) in 2006 as Vice President - Sales and became COO in the year 2013. Tanla Platforms Limited acquired Karix Mobile Private Limited in 2018. Deepak Goyal will not draw remuneration from the company but will draw remuneration from Karix Mobile Private Limited (a wholly owned subsidiary) where he is Executive Director and CEO. In FY25 he drew a remuneration of Rs 35.1 mn. The company has not disclosed the proposed structure nor the quantum of remuneration for the proposed term. In absence of such details, we are unable to estimate his proposed remuneration and hence we do not support the resolution.
    • Groww Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: Non-disclosure of remuneration to be paid from subsidiary company, hence fairness in total remuneration paid from the Group cannot be ascertained.
    • HDFC Mutual FundMr. Deepak Goyal, 53, is Executive Director, Tanla Platforms Limited. There are lack of disclosures on the proposed remuneration. We do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • SBI Mutual FundDeepak Goyal, 53, is Executive Director, Tanla Platforms Limited. He is also Executive Director and Chief Executive Officer, Karix Mobile Private Limited. He joined Karix Mobile Private Limited (previously known as Air2Web) in 2006 as Vice President - Sales and became COO in the year 2013. Tanla Platforms Limited acquired Karix Mobile Private Limited in 2018. Deepak Goyal will not draw remuneration from the company but will draw remuneration from Karix Mobile Private Limited (a wholly owned subsidiary) where he is Executive Director and CEO. In FY25 he drew a remuneration of Rs 35.1 mn. Details regarding the remuneration from the subsidiary aren’t clearly provided by the company and hence we do not support the resolution.
    9 for6 against
  • To approve appointment of Mr. Mahadev Tirunagari, Practising Company Secretary as Secretarial Auditor and fix his remuneration
    15 for0 against
6 earlier meetings

Mutual fund votes, meeting of 16 Jul 2025, 15 fund houses

  • Appointment of Mr. Sunil Ramakant Bhumralkar (DIN: 00177658) as an Independent Director of the Company
    15 for0 against
  • Approval for Buyback of Equity Shares of the Company
    15 for0 against

Mutual fund votes, meeting of 6 Jan 2025, 12 fund houses

  • Appointment of Mr. Francois Ortalo-Magne (DIN: 10801111) as an Independent Director
    12 for0 against
  • Appointment of Ms. Naiyya Saggi (DIN: 06755099) as an Independent Director
    12 for0 against

Mutual fund votes, meeting of 25 Jul 2024, 14 fund houses

  • To receive, consider and adopt the Audited Financial Statements
    14 for0 against
  • To declare Final Dividend
    14 for0 against
  • Appointment of Mr. Deepak Goyal as a Director, liable to retire by rotation
    Against Franklin Templeton Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board independence norms are not met, and Deepak Satyaprakash Goyal is a non-independent director nominee.
    13 for1 against
  • Re-appointment of M/s. MSKA & Associates, Chartered Accountants, as the statutory auditors of the Company and to fix their remuneration
    Against Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
    • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee of auditors not disclosed.
    • Kotak Mahindra Mutual FundAs per the Regulation 36 (5) of SEBI (LODR) Regulations, the Company is required to disclose the proposed audit fee payable to the statutory auditors. The Company has not disclosed the fee payable to the Statutory Auditors, therefore, the proposed resolution is non-compliant with above stated regulation. Hence voting against.
    • Nippon India Mutual FundInadequate Disclosure
    9 for5 against
  • Approve the re-appointment of Mr. D. Uday Kumar Reddy (DIN: 00003382), as Chairman and Chief Executive Officer (Chairman & CEO) of the Company and the remuneration payable
    Against Bandhan Mutual Fund, Groww Mutual Fund
    • Bandhan Mutual Fund, Groww Mutual FundRe-appointment compliant with Law. Governance concern: Executive Chairman, concentration of power in the hands of a single person.
    12 for2 against
  • Re-Appointment of Mr. Sanjay Kapoor (DIN:01973450) as Non-Executive Director of the Company
    Against Franklin Templeton Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board independence norms are not met, and Sanjay Kapoor is a non-independent director nominee. There is a lack of diversity on the board and Sanjay Kapoor is an incumbent nominating committee member.
    13 for1 against

Mutual fund votes, meeting of 27 May 2024, 14 fund houses

  • Approval of ‘TPL Stock Options Scheme 2024’
    Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund
    • Axis Mutual FundUnder the scheme, the exercise price shall be the face value (Re. 1.0) as on the date of grant of options. The company has stated in the notice that the NRC may, at its own discretion, determine performance parameters for vesting. We do not favor stock option plans where options are granted at a significant discount (>20%) to market price since stock options are 'pay at risk' options that employees accept at the time of grant. Further, in the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. In the current case, the Committee's power to determine performance linked vesting is discretionary and the company has not disclosed the performance metrics on the basis of which options shall vest. Thus, we are unable to support the resolution.
    • Edelweiss Mutual FundLeads to dilution of shares
    • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a deep discount to the current market price. • There is no disclosure on the performance targets and threshold for vesting at different levels of performance.
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price
    • Kotak Mahindra Mutual FundThe company has stated in the notice that the NRC may, at its own discretion, determine performance parameters for vesting. We do not favour stock option plans where options are granted at a significant discount to market price. There is no alignment between the interests of investors and those of employees. In the current case, the Committee s power to determine performance linked vesting is discretionary and the company has not disclosed the performance metrics on the basis of which options shall vest. Hence voting against.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • SBI Mutual FundUnder the scheme, the exercise price shall be the face value (Re. 1.0) as on the date of grant of options. The company has stated in the notice that the NRC may, at its own discretion, determine performance parameters for vesting. We do not favor stock option plans where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. Further, in the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. In the current case, the Committee’s power to determine performance linked vesting is discretionary and the company has not disclosed the performance metrics on the basis of which options shall vest. Thus, we are unable to support the resolution.
    7 for7 against
  • To approve grant of employee stock Options to the employees of the subsidiary Company of the Company under ‘TPL Stock Options Scheme 2024’
    Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund
    • Axis Mutual FundThrough resolution #2, the company seeks approval to extend the benefits of the scheme to employees of subsidiaries companies. Our view on this resolution is linked to our view on resolution #1
    • Edelweiss Mutual FundLeads to dilution of shares
    • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a deep discount to the current market price. • There is no disclosure on the performance targets and threshold for vesting at different levels of performance.
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price
    • Kotak Mahindra Mutual FundThe company seeks approval to extend the benefits of the scheme to employees of subsidiaries companies. We do not support extending the benefits of the scheme to employees of subsidiaries companies. Our view on this resolution is linked to our view on resolution #1.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • SBI Mutual FundThrough resolution #2, the company seeks approval to extend the benefits of the scheme to employees of subsidiaries companies. Our view on this resolution is linked to our view on resolution #1. We do not support the resolution.
    7 for7 against
  • Approval of secondary acquisition of shares through Trust route for the implementation of ‘TPL Stock Options Scheme 2024’
    Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund
    • Axis Mutual FundThe company will implement Stock Options Scheme 2024 by way of secondary acquisition of shares by the trust. Through resolution #3, the company seeks shareholder approval for secondary acquisition of a maximum of 2.6 million shares (scheme size) by the trust. Our view on this resolution is linked to our view on resolution #1.
    • Edelweiss Mutual FundLeads to dilution of shares
    • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a deep discount to the current market price. • There is no disclosure on the performance targets and threshold for vesting at different levels of performance.
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price
    • Kotak Mahindra Mutual FundThe company will implement Stock Options Scheme 2024 by way of secondary acquisition of shares by the trust. Through resolution #3, the company seeks shareholder approval for secondary acquisition of a maximum of 2.6 million shares (scheme size) by the trust. We do not support the resolution. Our view on this resolution is linked to our view on resolution #1.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • SBI Mutual FundThe company will implement Stock Options Scheme 2024 by way of secondary acquisition of shares by the trust. Through resolution #3, the company seeks shareholder approval for secondary acquisition of a maximum of 2.6 million shares (scheme size) by the trust. Our view on this resolution is linked to our view on resolution #1. We do not support the resolution.
    7 for7 against
  • Approval for Provision of money by the Company for purchase of its own Shares by the Trust under the ‘TPL Stock Options Scheme 2024’
    Against Axis Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund
    • Axis Mutual FundFor implementation of Stock Options Scheme 2024 through the trust route, the company will have to provide financial support (loan/ guarantee/ security) to the trust for acquisition of shares. The loan will be interest free and will be subject to the regulatory threshold of 5% of aggregate paid-up share capital and free reserves. Our view on this resolution is linked to our view on resolution #1.
    • Edelweiss Mutual FundLeads to dilution of shares
    • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a deep discount to the current market price. • There is no disclosure on the performance targets and threshold for vesting at different levels of performance.
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price
    • Kotak Mahindra Mutual Fund, SBI Mutual FundFor implementation of Stock Options Scheme 2024 through the trust route, the company will have to provide financial support (loan/ guarantee/ security) to the trust for acquisition of shares. The loan will be interest free and will be subject to the regulatory threshold of 5% of aggregate paid-up share capital and free reserves. Our view on this resolution is linked to our view on resolution #1. We do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    7 for7 against

Mutual fund votes, meeting of 23 Mar 2024, 12 fund houses

  • Appointment of Dr. Ram Sewak Sharma (DIN: 02166194) as an Independent Director
    12 for0 against

Mutual fund votes, meeting of 6 Sep 2023, 7 fund houses

  • Adoption of Financial Statements
    7 for0 against
  • To declare Final Dividend
    7 for0 against
  • To appoint a Director liable to retire by rotation
    Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund
    • Motilal Oswal Mutual FundComplaint with law: No Concern has been identified with profile, time commitment and attendance performance of the appointee. Governance concern: Executive Chairman. Concentration of power in the hands of a single person.
    • Nippon India Mutual FundHolding combined positions of Chairman and Executive director
    5 for2 against
  • Consent of Members for increase in the limits applicable for making investments / extending loans and giving guarantees or providing securities in connection with loans to Persons / Bodies Corporate
    Against HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
    • HDFC Mutual FundGiven these are rolling limits linked to networth, shareholders will not get a chance to periodic review th e borrowing limits
    • ICICI Prudential Mutual FundThe current maximum limit available to provide loans/guarantees/make investments is Rs 5.2 billion. The company seeks approval to increase the limits to accommodate its long-term business plans which may require making loans/investments or issuing guarantees/securities. As on March 31, 2023, the company has provided loans and guarantees of ~Rs 2.2 billion to its wholly-owned subsidiaries. Further, as per the earnings call held on June 9, 2023, the company has signed an agreement to acquire ValueFirst Digital Media Private Ltd from Twilio for a cash consideration of USD 42.0 mn (~Rs 3.46 bn). Further, the company also plans to acquire 100% of ValueFirst in Middle East for Rs 0.2 billion. Given that the approval is sought for a rolling limit (Rs. 10.0 billion over and above the statutory limit), the company’s ability to undertake transactions under section 186 will increase as the company’s networth increases and we do not approve of such rolling limits. Further, the Company has not provided details of the proposed recipient for the loan/making investments and there is lack of clarity as to who exactly would be the beneficiaries. Hence, the AMC has voted against the resolution.
    • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Omnibus approval; Inadequate disclosure.
    • Nippon India Mutual FundInadequate disclosure
    3 for4 against

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

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
No
There was a cyber security incident in the quarter
No

The company's own answers in its filing.