Transformers and Rectifiers (India) CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 22 May 2026, 17 fund houses

• Re-appointment of Mr. Rajendra S. Shah (DIN: 00061922) as an Independent Director of the Company for a second term of 5 years from 25th May, 2026 till 24th May, 2031

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Prolonged Association as an Independent Director with the group for more than 10 years, independence may get vitiated owing to such prolonged association. Transparency Concern: The Company has entered into Related Party Transactions where the proposed appointed is the Promoter Executive Director and Chairman; such relationship may result in conflict of interest situations and vitiate the independence of the proposed Independent Director.
  • Axis Mutual FundRajendra Shah, 78, is the promoter Chairperson and Whole‑time Director of Harsha Engineers International Limited (HEIL). He has over three decades of experience in the precision‑engineering business. As he has attained the age of seventy‑five, his reappointment requires approval by a special resolution, in line with regulatory requirements. He attended all four board meetings in FY25 (100%) and five board meetings in FY26. He served on the board of the company from 25 August 2005 until his resignation as an Independent Director on 12 September 2018. Subsequently, he was appointed as an Independent Director from 25 May 2021. We note that he did not complete a three‑year cooling‑off period through complete disassociation from the company prior to his appointment as an Independent Director in May 2021. We therefore consider his overall association with the company, which exceeds ten years, while assessing his independence. Accordingly, we do not consider him to be an Independent Director. We do not support the resolution..
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern identified w.r.t the merits of proposed appointee. Governance Concern: Prolonged Association as an Independent Director with the group for more than 10 years, independence may get vitiated owing to such prolonged association. Transparency Concern: The Company has entered into Related Party Transactions where the proposed appointed is the Promoter ED and Chairman; such relationship may result in conflict of interest situations and vitiate the independence of the proposed ID.
  • HDFC Mutual FundMr. Rajendra S. Shah did not complete a three?year cooling?off period through complete disassociation from the company prior to his appointment as an Independent Director in May 2021. We do not consider him independent due to prolonged association with the company. We do not support his reappointment as Independent Director.
  • Invesco Mutual FundRajendra Shah, 78, is the promoter Chairperson and Whole‑time Director of Harsha Engineers International Limited (HEIL). He has over three decades of experience in the precision‑engineering business. As he has attained the age of seventy‑five, his reappointment requires approval by a special resolution, in line with regulatory requirements. He attended all four board meetings in FY25 (100%) and five board meetings in FY26. He served on the board of the company from 25 August 2005 until his resignation as an Independent Director on 12 September 2018. Subsequently, he was appointed as an Independent Director from 25 May 2021. We note that he did not complete a three‑year cooling‑off period through complete disassociation from the company prior to his appointment as an Independent Director in May 2021. We therefore consider his overall association with the company, which exceeds ten years, while assessing his independence. Accordingly, we do not consider him to be an Independent Director. We do not support the resolution.
  • Jio BlackRock Mutual Fund, UTI Mutual FundRajendra Shah, 78, is the promoter Chairperson and Whole‑time Director of Harsha Engineers International Limited (HEIL). He has over three decades of experience in the precision‑engineering business. As he has attained the age of seventy‑five, his reappointment requires approval by a special resolution, in line with regulatory requirements.He attended all four board meetings in FY25 (100%) and five board meetings in FY26. He served on the board of the company from 25 August 2005 until his resignation as an Independent Director on 12 September 2018. Subsequently, he was appointed as an Independent Director from 25 May 2021. We note that he did not complete a three‑year cooling‑off period through complete disassociation from the company prior to his appointment as an Independent Director in May 2021. We therefore consider his overall association with the company, which exceeds ten years, while assessing his independence. Accordingly, we do not consider him to be an Independent Director. We do not support the resolution..
  • Kotak Mahindra Mutual FundHe is an experienced entrepreneur with several years of experience in precision engineering and auto-component manufacturing. He has been associated since incorporation of Harsha Engineering Limited and is currently responsible for quality, marketing, logistics, production, maintenance and technology functions. He has 35 years of experience in the precision engineering and auto-component manufacturing sector. His overall association with the group is more than 10 years but not with the company. The resolution is compliant under law. However, the appointee is the promoter and Executive Chairman of Harsha Engineers International Ltd. Harsha engineers International ltd is involved in transactional relationship with Transformers and Rectifiers (India) ltd. In such case, where the appointee has financial interest in RPT, we cannot consider him as an Independent Director. Hence, we do not favour the resolution.
  • Motilal Oswal Mutual FundProlonged Association with the Company; RPT entered with entities where the director is a Promoter ED.
  • Nippon India Mutual FundGovernance Concern: Prolonged association as an Independent Director for over 10 years may vitiate independence. Further, the Company's involvement in Related Party Transactions, where the proposed appointee serves as Promoter, ED, and Chairman, raises conflict of interest concerns and compromises transparency and independence.

  3 for14 against

Mutual fund votes, meeting of 13 May 2025, 18 fund houses

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

• To consider and adopt: a) the audited financial statement of the Company for the financial year ended 31st March, 2025, the reports of the Board of Directors and Auditors thereon; and b) the audited consolidated financial statement of the Company for the financial year ended 31st March, 2025 and the report of Auditors thereonMoreLess

  18 for0 against
• To Declare Dividend @ 20% (i.e. Rs. 0.20/- per equity share) on Equity Shares of Re. 1/- each fully paid equity shareholder of the Company

  18 for0 against
• To appoint a Director in place of Mrs. Karuna J. Mamtora (DIN: 00253549) who retires by rotation and being eligible, offers herself for re-appointment.

  17 for0 against
• Appointment of Secretarial Auditor M/s Shah & Shah Associates, Company Secretaries.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundNon-Disclosure of Audit Fee and Basis of Recommendation/ Credentials of proposed Auditor.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNo concern on the merits of the proposed Auditors. Non-Compliant with Reg. 36 of SEBI (LODR) 2015: Non-Disclosure of Audit Fee and Basis of Recommendation/ Credentials of proposed Auditor.
  • ICICI Prudential Mutual FundNon-Compliant as per Reg. 36(5) of LODR; Audit fee payable & Credentials not disclosed.Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundThe company proposes to appoint Shah & Shah Associates as secretarial auditors for five years from FY25, on payment of such remuneration as may be mutually agreed between the Board of Directors and the Secretarial Auditors. However, the company has not disclosed full particulars of the loans given, or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan which a regulatory requirement under Section 185(2) of the Companies Act, 2013. Based on lack of clarification and disclosure, voting against.
  • Nippon India Mutual FundNon-Compliant:Non-Disclosure of Audit Fee

  9 for9 against
• To revise the terms of remuneration of Mr. Jitendra U. Mamtora (DIN: 00139911) as Chairman and Whole-time Director w.e.f. 01st April, 2025.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Angel One Mutual FundGovernance Concern: Combined position of Chairman & Whole-time Director Combining the position of Chairman with executive positions may lead to concentration of power. Therefore,the Company should segregate the position of Chairman from the Executive position.
  • Axis Mutual FundJitendra Mamtora, 78, is the founder and promoter of the company. (1) The remuneration structure allows for reimbursement of expenses incurred by his spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Trust Mutual FundCompliant with law. No major concern identified w.r.t. the merits of the proposed appointee. Governance Concern: Combined position of Chairman & Whole-time Director.
  • HDFC Mutual FundMr. Jitendra Mamtora, 78, is the founder and promoter of the company. The proposed remuneration is high considering the size and scale of business. We do not support the resolution.
  • Invesco Mutual FundJitendra Mamtora, 78, is the founder and promoter of the company. We raise several concerns regarding his proposed remuneration terms: (i) Jitendra Mamtora was paid Rs. 49.0 mn as remuneration in FY25, which was high at 8.2% of consolidated employee benefit expenses. The company should also explain the discrepancy in reporting his remuneration for FY25 across the annual report. (ii) He is eligible for performance incentive at 1.5% of net profits. We do not encourage such flat profit-linked commission structures; we believe the company must set an absolute cap on commission. (iii) We estimate his FY26 remuneration at Rs. 65.1 mn, which is high for the size of business and not in line with peers. (iv) Further, the aggregate promoter remuneration for FY26 is expected to be high for the size of business since all executive directors will be eligible for flat profit-linked commission structures. (v) The remuneration structure allows for reimbursement of expenses incurred by his spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Candidate Holds Combined position

  6 for12 against
• To reappoint Mr. Jitendra U. Mamtora (DIN: 00139911) as Chairman and Whole-time Director of the Company w.e.f. 01st January, 2026.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Angel One Mutual FundGovernance Concern: Combined position of Chairman & Whole-time Director Combining the position of Chairman with executive positions may lead to concentration of power. Therefore,the Company should segregate the position of Chairman from the Executive position.
  • Axis Mutual FundJitendra Mamtora, 78, is the founder and promoter of the company. (1) The remuneration structure allows for reimbursement of expenses incurred by his spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Trust Mutual FundCompliant with law. No major concern identified w.r.t. the merits of the proposed appointee. Governance Concern: Combined position of Chairman & Whole-time Director.
  • HDFC Mutual FundMr. Jitendra Mamtora, 78, is the founder and promoter of the company. The proposed remuneration is high considering the size and scale of business. We do not support the resolution.
  • Invesco Mutual FundJitendra Mamtora is the founder and promoter of the company. While we support his reappointment as Chairperson and Whole-time Director, we raise several concerns regarding his proposed remuneration terms: (i) Jitendra Mamtora was paid Rs. 49.0 mn as remuneration in FY25, which was high at 8.2% of consolidated employee benefit expenses. The company should also explain the discrepancy in reporting his remuneration for FY25 across the annual report. (ii) He is eligible for performance incentive at 1.5% of net profits. We do not encourage such flat profit-linked commission structures; we believe the company must set an absolute cap on commission. (iii) We estimate his FY26 remuneration at Rs. 65.1 mn, which is high for the size of business and not in line with peers. (iv) Further, the aggregate promoter remuneration for FY26 is expected to be high for the size of business since all executive directors will be eligible for flat profit-linked commission structures. (v) The remuneration structure allows for reimbursement of expenses incurred by his spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Candidate Holds Combined position

  6 for12 against
• To revise the terms of Remuneration of Mrs. Karuna J. Mamtora (DIN: 00253549) as an Executive Director of the Company w.e.f. 01st April, 2025.

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundMs. Karuna Mamtora, 74, is the promoter of the company. (1) The remuneration structure allows for reimbursement of expenses incurred by her spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution.
  • HDFC Mutual FundMs. Karuna Mamtora, 74, is the promoter of the company. The proposed remuneration is high considering the size and scale of business. We do not support the resolution.
  • Invesco Mutual FundMs. Karuna Mamtora, 74, is the promoter of the company. We raise several concerns regarding his proposed remuneration terms: (i) She is eligible for performance incentive at 1.5% of net profits. We do not encourage such flat profit-linked commission structures; we believe the company must set an absolute cap on commission. (ii) We estimate her FY26 remuneration at Rs. 57.0 mn, which is high for the size of business and not in line with peers. (iii) Further, the aggregate promoter remuneration for FY26 is expected to be high for the size of business since all executive directors will be eligible for flat profit-linked commission structures. (iv) The remuneration structure allows for reimbursement of expenses incurred by her spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  14 for4 against
• To re-appoint Mrs. Karuna J. Mamtora (DIN: 00253549) as an Executive Director of the Company w.e.f. 01st April, 2026.

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundMs. Karuna Mamtora, 74, is the promoter of the company. (1) The remuneration structure allows for reimbursement of expenses incurred by her spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution.
  • HDFC Mutual FundMs. Karuna Mamtora, 74, is the promoter of the company. The proposed remuneration is high considering the size and scale of business. We do not support the resolution.
  • Invesco Mutual FundMs. Karuna Mamtora is the promoter of the company. While we support her reappointment as Executive Director, we raise several concerns regarding her proposed remuneration terms: (i) She is eligible for performance incentive at 1.5% of net profits. We do not encourage such flat profit-linked commission structures; we believe the company must set an absolute cap on commission. (ii) We estimate her FY26 remuneration at Rs. 57.0 mn, which is high for the size of business and not in line with peers. (iii) Further, the aggregate promoter remuneration for FY26 is expected to be high for the size of business since all executive directors will be eligible for flat profit-linked commission structures. (iv) The remuneration structure allows for reimbursement of expenses incurred by her spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  13 for4 against
• To revise the terms of remuneration of Mr. Satyen J. Mamtora (DIN: 00139984) as a Managing Director of the Company w.e.f. 01st April, 2025.

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundSatyen Mamtora, 50, is co-founder and promoter of the company. (1) The remuneration structure allows for reimbursement of expenses incurred by his spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution.
  • HDFC Mutual FundMr. Satyen Mamtora, 50, is co-founder and promoter of the company. The proposed remuneration is high considering the size and scale of business. We do not support the resolution.
  • Invesco Mutual FundSatyen Mamtora, 50, is co-founder and promoter of the company. We raise several concerns regarding his proposed remuneration terms: (i) Satyen Mamtora was paid Rs. 50.0 mn as remuneration in FY25, which was high at 8.3% of consolidated employee benefit expenses. The company should also explain the discrepancy in reporting his remuneration for FY25 across the annual report. (ii) He is eligible for performance incentive at 1.5% of net profits. We do not encourage such flat profit-linked commission structures; we believe the company must set an absolute cap on commission. (iii) We estimate his FY26 remuneration at Rs. 81.3 mn, which is high for the size of business and not in line with peers. (iv) Further, the aggregate promoter remuneration for FY26 is expected to be high for the size of business since all executive directors will be eligible for flat profit-linked commission structures. (v) The remuneration structure allows for reimbursement of expenses incurred by his spouse and attendant during business trips to be borne by the company, a practice that we do not support. Thus, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  14 for4 against
• Approval to advance any loan/give guarantee/provide security u/s 185 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, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Angel One Mutual FundInadequate disclosures regarding the particulars mandated u/s 185 of Companies Act, 2013.
  • Axis Mutual FundThe approval is enabling in nature, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies and entities, the nature and size of their operations and terms of support, and rationale, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Trust Mutual FundNon-compliance & Transparency concern: Inadequate disclosures regarding the particulars mandated u/s 185 of Companies Act, 2013.
  • HDFC Mutual FundLack of clarity regarding the names of the entities, the nature and size of their operations, terms of support and rationale for related party transaction. We do not support the resolution.
  • ICICI Prudential Mutual FundInadequate disclosure u/s 185 of the Companies Act, 2013.Hence, the AMC has voted against the resolution.
  • Invesco Mutual Fund, Kotak Mahindra Mutual FundThe approval is enabling in nature, and it could allow the company to give loans / guarantees / provide securities to any company in which directors are interested, including promoter companies. The company must disclose granular details including names of these companies and entities, the nature and size of their operations and terms of support, and rationale, to enable shareholders to make an informed decision. Given the lack of clarity, we are unable to support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure

  4 for14 against
• Ratification of remuneration payable to Cost Auditor for the financial year ending 31st March 2026.

  18 for0 against

Mutual fund votes, meeting of 3 Feb 2025, 5 fund houses

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

• Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association.

  5 for0 against
• Approval for issue of Bonus Shares to the Shareholders of the Company.

  5 for0 against
• To Issue of Equity Shares by way of private placement to Qualified Institutional Buyers.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Excessive dilution (Combined with past issue); no justification for not opting for Rights Issue. There doesn’t appear to be any urgent need of funds.

  3 for1 against
• Alteration of Articles of Association with respect to removal of common seal clause.

  5 for0 against

Mutual fund votes, meeting of 13 May 2024, 1 fund house

• Accept Financial Statements and Statutory Reports

  1 for0 against
• Approve Dividend

  1 for0 against
• Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

  1 for0 against
• Approve Reappointment and Remuneration of Satyen J. Mamtora as Managing Director

  1 for0 against
• Approve Remuneration of Cost Auditors

  1 for0 against
• Approve Revision of Remuneration of Jitendra U. Mamtora as Chairman and Whole-Time Director

  1 for0 against
• Approve Revision of Remuneration of Karuna J. Mamtora as Executive Director

  1 for0 against
• Approve Revision of Remuneration of Satyen J. Mamtora as Managing Director

  1 for0 against
• Approve TRIL-Employee Stock Option Plan 2024

  1 for0 against
• Reelect Satyen J. Mamtora as Director

  1 for0 against

Mutual fund votes, meeting of 2 Apr 2024, 1 fund house

• Elect Tanvi Rangwala as Director

  1 for0 against