Tata Capital CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 19 Aug 2026, 13 fund houses so far (houses' deadline to file 15 Oct 2026)

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  13 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 and the Report of the Auditors thereon.

  13 for0 against
• To confirm the payment of Interim Dividend on the Cumulative Redeemable Preference Shares for the Financial Year ended March 31, 2026.

  13 for0 against
• To declare a final dividend on the Equity Shares for the Financial Year ended March 31, 2026.

  13 for0 against
• To appoint a Director in place of Mr. Saurabh Agrawal (DIN: 02144558), who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against Angel One Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance concern: The proposed appointee did not attend any AGM in last 3 years, despite being Chairperson of the Board.
  • Navi Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance concern: The proposed appointee did not attend any AGM in last 3 years, despite being Chairperson of the Board.

  11 for2 against
• Appointment of Joint Statutory Auditor of the Company and to fix their remuneration: Appointment of M/s. T. P. Ostwal & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 124444W/W100150), as one of the Joint Statutory Auditors of the Company.MoreLess

  ›Against Angel One Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency Concern: No remuneration bifurcation given for the existing joint statutory auditors, therefore, it cannot be ascertained as to whether there is any material change between the fee paid to the proposed auditors as against the outgoing auditors.
  • Navi Mutual FundNo concern on the merits of the proposed Joint Statutory Auditors. Transparency Concern: No remuneration bifurcation given for the existing joint statutory auditors, therefore, it cannot be ascertained as to whether there is any material change between the fee paid to the proposed auditors as against the outgoing auditors.

  11 for2 against
• Approval for issuance of Non-Convertible Debentures on a private placement basis.

  13 for0 against
• Ratification of the Employee Stock Options Scheme of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund

  • Angel One Mutual FundExercise Price to be determined as per Board/Nomination & Remuneration Committee discretion. Governance concern: Excessive maximum potential benefit to a single employee. The proposed ESOP scheme includes a provision where already vested options lapse if an employee is discharged, commonly known as a termination without cause. Vested options represent compensation already earned through past service. As a good governance practice, forfeiting these options during a termination without cause does not appear fair. Further, the scheme contains a clause which provides unfettered discretion to the Nomination & Remuneration Committee to accelerate vesting period.
  • Edelweiss Mutual Fund, LIC Mutual Fund, Navi Mutual FundNon-Compliant with SEBI SBEB & SE Regulations: Exercise Price to be determined as per Board/NRC discretion. Governance concern: Excessive maximum potential benefit to a single employee. The proposed ESOP scheme includes a provision where already vested options lapse if an employee is discharged, commonly known as a termination without cause. Vested options represent compensation already earned through past service. As a good governance practice, forfeiting these options during a termination without cause does not appear fair. Further, the scheme contains a clause which provides unfettered discretion to the NRC to accelerate vesting period.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The scheme provides flexibility to grant stock options at discount to the market price on the date of grant (item 8). The proposal includes grant of stock options to employees of holding company, without a compelling rationale (item 8 & 9).
  • Jio BlackRock Mutual Fund, Sundaram Mutual FundThe company seeks shareholders’ approval for the ratification of Tata Capital Limited Employee Stock Option Scheme under which upto 106,000,000 options can be granted, which can result in a dilution of ~2.4% on the extended base. The options granted under the ESOP Scheme will have a maximum vesting period of five years from the date of grant. We note that the exercise price will be fair market value of shares determined at the date of grant or such other price as may be determined by the NRC. Therefore, it is unclear if options can be granted at a discount to the prevailing market price. We do not favour schemes where the exercise price is at a significant discount (>20%) to the market price. 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, there is misalignment between the interests of investors and employees. In the absence of clarity on exercise price, we do not support the resolution

  6 for7 against
• Ratification of the extension of the benefits of Employee Stock Options Scheme to the employees of the holding company or subsidiary company(ies) of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund

  • Angel One Mutual Fund, Edelweiss Mutual Fund, LIC Mutual Fund, Navi Mutual FundInterlinked with resolution #8. Transparency concern: Extension of scheme to holding company without compelling reasons / justifications.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The scheme provides flexibility to grant stock options at discount to the market price on the date of grant (item 8). The proposal includes grant of stock options to employees of holding company, without a compelling rationale (item 8 & 9).
  • Jio BlackRock Mutual Fund, Sundaram Mutual FundThrough resolution #9, the company seeks shareholder approval for extending the benefits of TCL ESOP Scheme to employees of holding and subsidiary companies. Our recommendations are based on analysis on resolution #8. We do not support the resolution.

  6 for7 against
• Material Related Party Transaction(s) with Tata Consultancy Services Limited.

  13 for0 against

Mutual fund votes, meeting of 30 Jul 2026, 14 fund houses so far (houses' deadline to file 15 Oct 2026)

• Approval for issuance of Non-Convertible Debentures on a private placement basis

  14 for0 against

• Unlisted stake boughtSahamati FoundationSince 28 Apr 2026

  7.95% bought in the quarter; holding 7.95%, from 0.00%

• Fine or penaltyEmployees Provident Fund Organisation, BandraSince 13 Apr 2026

  Penalty of Rs. 146/-

  Penalty towards belated remittances of contributions to the provident fund under section 14B of The Employees' Provident Funds and Miscellaneous Provisions, Act 1952
• Tax disputeTata Capital LimitedSince 21 Mar 2026
  The rectification application filed by the Company before the Income-tax Assessing Officer on March 24, 2026, remains pending disposal. Based on the merits of the application, the Company expects the rectification order to result in a substantial reduction in the tax demand. Further, the appeal filed before the Commissioner of Income Tax (Appeals) on April 10, 2026, against the reassessment order is also pending adjudication. The Company believes that the matter will not have any material impact on its financial position, operations, or other activities.MoreLess
  At the filing before: The Income Tax Department has issued a Re-assessment Order dated March 12, 2026 on March 20, 2026 under section 143(3) read with section 147 of the Act, pertaining to Tata Capital Financial Services Limited (now merged with Tata Capital Limited with appointed date April 1, 2023) for the financial year 2017-18, wherein demand of Rs. 413.18 crores (including interest of Rs. 202.72 crores) is raised primarily on account of short credit of taxes paid of Rs. 209.52 crores & consequential erroneous interest levied; and certain disallowances. The Company has filed a rectification application with the Income-tax Assessing Officer on March 24, 2026 to rectify errors apparent from the record in the order, which is currently pending disposal. Further, the Company has filed an appeal before the Commissioner of Income Tax (Appeals) on April 10, 2026, against the said re-assessment order to contest the disallowances and the errors apparent from record. The rectification order is expected shortly with substantial reduction in the tax demand and it is believed there will be no impact on the financials, operations or other activities of the Company.MoreLess

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

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

No

The filing has a part on fines and penalties

Yes

The filing has a part on tax disputes

Yes

There was a cyber security incident in the quarter

No

The company's own answers in its filing.