Tech Mahindra CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Nov 2024, 33 fund houses

• To consider and approve the appointment of Mr. Puneet Renjhen (DIN: 09498488) as a Non-Executive Director of the Company

  33 for0 against

Mutual fund votes, meeting of 26 Jul 2024, 32 fund houses

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

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended on 31st March, 2024 and the reports of the Board of Directors and Statutory Auditors thereonMoreLess

  31 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2024 and the report of the Statutory Auditors thereon

  31 for0 against
• To confirm the payment of Interim Dividend on the equity shares of the Company and to declare Final Dividend on the equity shares for the Financial Year ended on 31st March, 2024

  31 for0 against
• To approve re-appointment of Dr. Anish Shah (DIN: 02719429), Non-Executive Director, who retires by rotation and being eligible, offers himself for re-appointment

  31 for0 against
• To approve re-appointment of Ms. Shikha Sharma (DIN: 00043265) as an Independent Director of the Company

  31 for0 against
• To approve re-appointment of Dr. Mukti Khaire (DIN: 08356551) as an Independent Director of the Company

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Proposed appointment for five years would lead to total tenure of more than 10 years for ID, which is not in accordance with the Companies Act, 2013.
  • JM Financial Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Proposed appointment for five years would lead to total tenure of more than 10 years for Independent Director, which is not in accordance with the Companies Act, 2013.
  • Motilal Oswal Mutual Fundnot in accordance with company law
  • Nippon India Mutual FundProposed appointment for five years would lead to total tenure of more than 10 years for ID, which is not in accordance with the Companies Act, 2013.
  • PPFAS Mutual Fund, Zerodha Mutual FundProposed appointment would lead to total tenure of more than 10 years with the Company.

  23 for8 against
• To approve re-appointment of Mr. Haigreve Khaitan (DIN:00005290) as an Independent Director of the Company

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual FundCompliant with law. Governance concern: Pecuniary relationship with the Company. Excessive time commitments. Proposed term may lead to prolonged association with the Group.
  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, DSP Mutual FundHaigreve Khaitan, 53, is Senior Partner at Khaitan & Co. He heads the Corporate, M&A and Private Equity practice for the firm. He attended all five board meetings held in FY24. While his reappointment is in line with the statutory requirements, Khaitan & Co. has a business relationship with the company and has received professional fees of Rs. 5.5 mn from the company in FY24. The company has stated that fees paid to Khaitan & Co by the company form a very small part of the professional fees paid by the company, however, given the conflict of interest caused by existing business relationships, we do not support the resolution.Further, Haigreve Khaitan serves as Independent Director on the boards of seven listed companies (including Tech Mahindra Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner of Khaitan & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Hence, we do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST the reappointment of Haigreve Khaitan as an independent director is warranted because: • He serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company. • He is being considered non-independent under our guidelines owing to a transactional relationship with the company.
  • HSBC Mutual FundWe have concerns about insufficient independence on the Audit committee. We have concerns about overboarding. He is being considered non-independent under our guidelines owing to a transactional relationship with the company
  • Invesco Mutual FundHaigreve Khaitan, 53, is Senior Partner at Khaitan & Co. He heads the Corporate, M&A and Private Equity practice for the firm. He attended all five board meetings held in FY24. While his reappointment is in line with the statutory requirements, Khaitan & Co. has a business relationship with the company and has received professional fees of Rs. 5.5 mn from the company in FY24. The company has stated that fees paid to Khaitan & Co by the company form a very small part of the professional fees paid by the company, however, given the conflict of interest caused by existing business relationships, we do not support the resolution.This is in line with our ESG framework Further, Haigreve Khaitan serves as Independent Director on the boards of seven listed companies (including Tech Mahindra Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner of Khaitan & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Hence, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProlonged association
  • NJ Mutual FundHaigreve Khaitan, 53, is Senior Partner at Khaitan & Co. He heads the Corporate, M&A and Private Equity practice for the firm. He attended all five board meetings held in FY24. While his reappointment is in line with the statutory requirements, Khaitan & Co. has a business relationship with the company and has received professional fees of Rs. 5.5 mn from the company in FY24. The company has stated that fees paid to Khaitan & Co by the company form a very small part of the professional fees paid by the company, however, given the conflict of interest caused by existing business relationships, we do not support the resolution. Further, Haigreve Khaitan serves as Independent Director on the boards of seven listed companies (including Tech Mahindra Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner of Khaitan & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Hence, we do not support the resolution.
  • PPFAS Mutual Fund, Zerodha Mutual FundPecuniary relationship. Excessive time commitments. Proposed term would lead to prolonged association with the group.
  • Sundaram Mutual Fund"Haigreve Khaitan, 53, is Senior Partner at Khaitan & Co. He heads the Corporate, M&A and Private Equity practice for the firm. He attended all five board meetings held in FY24. While his reappointment is in line with the statutory requirements, Khaitan & Co. has a business relationship with the company and has received professional fees of Rs. 5.5 mn from the company in FY24. The company has stated that fees paid to Khaitan & Co by the company form a very small part of the professional fees paid by the company, however, given the conflict of interest caused by existing business relationships, we do not support the resolution. Further, Haigreve Khaitan serves as Independent Director on the boards of seven listed companies (including Tech Mahindra Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner of Khaitan & Co., his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Hence, we do not support the resolution."

  14 for17 against
• To approve appointment of Mr. Tarun Bajaj (DIN:02026219) as an Independent Director of the Company

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual FundNo concern on the merit of proposed appointees. Non-Compliance: Appointment not in accordance with Companies Act, 2013.
  • Motilal Oswal Mutual Fundnot in accordance with company law
  • Nippon India Mutual FundProposed appointment for five years would lead to total tenure of more than 10 years for ID, which is not in accordance with the Companies Act, 2013.
  • PPFAS Mutual Fund, Zerodha Mutual FundAppointment not in accordance with Companies Act, 2013.

  23 for8 against
• To approve appointment of Ms. Neelam Dhawan (DIN:00871445) as an Independent Director of the Company

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual FundAppointment not in accordance with Companies Act, 2013.
  • Motilal Oswal Mutual Fundnot in accordance with company law
  • Nippon India Mutual FundProposed appointment for five years would lead to total tenure of more than 10 years for ID, which is not in accordance with the Companies Act, 2013.

  23 for8 against
• To approve appointment of Mr. Amarjyoti Barua (DIN:09202472) as a Non-Executive Director of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the Audit committee

  30 for1 against
• To approve payment of commission to the Non-Executive Directors of the Company

  31 for0 against
• Approval for Mr. Anand G. Mahindra (DIN:00004695) to continue as a Non-Executive Director of the Company

  31 for0 against

Mutual fund votes, meeting of 27 Jul 2023, 27 fund houses

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

• 1 - Adoption of Standalone Financial Statements for the FY 2022-23

  24 for0 against
• 2 - Adoption of Consolidated Financial Statements for the FY 2022-23

  26 for0 against
• 3 - Confirm Interim (Special) Dividend & approve Final Dividend (including Special Dividend) for the FY 2022-23

  26 for0 against
• 4 - Appointment of Mr. Manoj Bhat (DIN: 05205447) as a Director liable to retire by rotation

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because the board independence norms are not met and Manoj Bhat is a non independent director nominee.
  • HSBC Mutual FundWe have concerns about insufficient independence on the board.We have concerns about insufficient independence on the Audit committee

  24 for2 against
• 5 - Appointment of Mr. Mohit Joshi (DIN: 08339247) as a Director

  26 for0 against
• 6 - Appointment of Mr. Mohit Joshi (DIN: 08339247) as Whole-time Director designated as “Managing Director (Designate)” with effect from 20th June 2023 to 19th December 2023 and as the “Managing Director & CEO” of the Company with effect from 20th December 2023 to 19th June 2028.MoreLess

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The pay structure comprises stock options which have an exercise price at face value and are not subject to any performance conditions. These will follow time-based vesting and are only subject to continued employment. • There is no clarity on the metrics and parameters that will guide variable pay outcomes under this framework. This is concerning given a sizeable quantum of his remuneration is attributed to these pay components. • The quantum of remuneration is considered to be competitively positioned when compared to other domestic IT peers. • Fixed pay forms a major part of the total estimated remuneration which deviates from the structures adopted by companies operating in the same industry, where variable pay forms a major portion of the total pay.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration:- The pay structure comprises stock options which have an exercise price at face value and are not subject to anyperformance conditions. These will follow time-based vesting and are only subject to continued employment.- There is no clarity on the metrics and parameters that will guide variable pay outcomes under this framework. Thisis concerning given a sizeable quantum of his remuneration is attributed to these pay components.

  25 for2 against

Mutual fund votes, meeting of 26 Jul 2022, 26 fund houses

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

• 1. Adoption of Financial Statements for the financial year ended 31st March, 2022 and the Reports of the Board of Directors and Auditors thereon .

  25 for0 against
• 2. Adoption of Consolidated Financial Statements for the financial year ended 31st March, 2022 and Reports of the Auditors thereon .

  25 for0 against
• 3. To confirm the Interim (Special) Dividend paid on Equity Shares and to declare Final Dividend (Including Special Dividend) on Equity Shares for the financial year ended 31st March, 2022.

  25 for0 against
• 4. Appointment of Mr. C. P. Gurnani (DIN: 00018234) as a Director liable to retire by rotation.

  25 for0 against
• 5. Appointment of M/s. B S R & Co. LLP, Chartered Accountants for a further term of five (5) consecutive years

  25 for0 against
• 6. Appointment of Ms. Penelope Fowler (DIN: 09591815) as an Independent Director of the Company w.e.f 26th July, 2022

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundProlonged Association with the company

  24 for1 against
• 7. Re-Appointment of Mr. C. P. Gurnani (DIN: 00018234) as a Managing Director and CEO of the Company for the period from 10th August,n2022 to 19th December, 2023

  25 for0 against

Mutual fund votes, meeting of 30 Jul 2021, 22 fund houses

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

• 1. Adoption of Financial Statements and Reports of the Board of Directors and Auditors thereon for the year ended 31st March, 2021.

  21 for0 against
• 2. Adoption of Consolidated Financial Statements and Reports of the Auditors thereon for the year ended 31st March, 2021.

  22 for0 against
• 3. To confirm the Interim (Special) Dividend paid on Equity Shares and to declare Final Dividend (Including Special Dividend) on Equity Shares for the financial year ended 31st March, 2021.

  22 for0 against
• 4. Re-appointment of Dr. Anish Shah (DIN: 02719429) as a Director, who retires by rotation.

  21 for0 against

  1 abstained

• 5. Appointment of Mr. Manoj Bhat (DIN: 05205447) as a Director of the Company.

  20 for0 against

  1 abstained

Mutual fund votes, meeting of 28 Jul 2020, 21 fund houses

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

• 1. Adoption of Financial Statements and Reports of the Board of Directors and Auditors thereon for the year ended 31st March, 2020.

  19 for0 against

  1 abstained

• 2. Adoption of Consolidated Financial Statements and Reports of the Auditors thereon for the year ended 31st March, 2020.

  19 for0 against

  1 abstained

• 3. To confirm the interim dividend paid on Equity Shares and to declare Final dividend on Equity Shares for the financial year ended 31st March, 2020.

  20 for0 against

  1 abstained

• 4. Re-appointment of Mr. C. P. Gurnani (DIN: 00018234) as a Director, who retires by rotation.

  19 for0 against

  1 abstained

• 5. Appointment of Dr. Anish Shah (DIN: 02719429) as a Director of the Company.

  18 for0 against

  2 abstained