Tenneco Clean Air India CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 28 Aug 2026, 12 fund houses so far (houses' deadline to file 15 Oct 2026)

• Adoption of audited standalone financial statements

  12 for0 against
• Adoption of audited consolidated financial statements

  12 for0 against
• Re-appointment of Mr. Prakash Mahesh (DIN: 11095815), Non-Executive Non-Independent Director, who retires by rotation

  12 for0 against
• Re-appointment of Mr. Nathan Patrick Bowen (DIN: 11095741), Non-Executive Non-Independent Director, who retires by rotation

  12 for0 against
• Appointment of Secretarial Auditors of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundAppointment proposed for a term of three consecutive year against the legal requirement of five consecutive years.
  • Edelweiss Mutual Fund, LIC Mutual Fund, Navi Mutual FundNo issues on merit of the proposed Secretarial Auditors. Non-Compliant with SEBI LODR, 2015: Appointment proposed for a term of three consecutive year against the legal requirement of five consecutive years.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because no clarity is provided for the proposed period of re-appointment of three years, which is not in line with regulations.

  7 for5 against
• Revision in the terms of remuneration of Mr. Arvind Chandrasekharan (DIN: 08721916), Whole Time Director and Chief Executive Officer

  12 for0 against
• Approve the appointment of Mr. Noah Jesse Falk (DIN: 11665788) as Non-Executive Non-Independent Director of the Company

  ›Against Jio BlackRock Mutual Fund

  • Jio BlackRock Mutual FundNoah Jesse Falk, 29, currently serves as Principal – Private Equity at Apollo Global Management Inc. He also serves on the board of Tenneco LLC. He holds a Bachelor of Science in Economics from The Wharton School, University of Pennsylvania. However, we are unable to support the resolution because at twenty-nine years of age and with less than ten years of relevant post qualification work experience, his appointment as Non-Executive Non-Independent Director does not align with our voting guidelines. Further, we raise concern that there are already three promoter representatives on the board. We expect shareholders to engage with the company and seek the rationale for appointing one more promoter representative on the board. We do not support the resolution.

  11 for1 against

Mutual fund votes, meeting of 2 May 2026, 21 fund houses

• Ratification and amendment of the Employee Stock Option Scheme 2025 as per the SEBI (Share based employee benefit and sweat equity) Regulations, 2021

  ›Against Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, The Wealth Company Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, The Wealth Company Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosure of Exercise Price/ Pricing Formula and Exercise Period, such disclosures do not align with intended purpose of law. Governance Concern: Excessive benefit may be extended to an individual employee, as cap provided on maximum number of options per employee may result in excessive benefits.
  • Baroda BNP Paribas Mutual FundThe company seeks approval for amendment and ratification in ESOP Scheme 2025 of the Company and grant of stock options, under which upto 80,72,086 stock options may be granted. This will lead to a dilution of ~1.96% due to the proposed scheme. The units may be granted at a discount to the market price, since it is only disclosed that the exercise price would be greater than face value. However, there is no clarity on the maximum discount that may be granted. In the absence of objective disclosures regarding the exercise price, we do not support the resolution.
  • Canara Robeco Mutual FundA portion of the options will be subject to time‑based vesting, while the remaining options will be performance‑linked; however, the company has not provided a bifurcation between the two categories. For performance‑based options, the Nomination and Remuneration Committee (NRC) may determine the performance criteria for vesting. We expect companies to disclose clearly defined performance metrics, along with their respective weights and targets, for schemes that include performance‑based vesting. For time‑based options, the exercise price will be determined by the NRC and specified in the grant letter or relevant ESOP documentation. We do not favour schemes where there is no clarity on the exercise price, or where the exercise price is set at a significant discount (>20%) to the market price. ESOPs are “pay‑at‑risk” instruments that employees accept at the time of grant; this risk is undermined if options are issued at a significant discount to market price. If stock options are granted at such a discount, there is misalignment between the interests of investors and employees. In the absence of clarity on the exercise price, as well as the performance metrics, weights, and targets governing vesting, we do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a deep discount to the prevailing market price. • The company has not specified the performance parameters and targets for vesting. • The proposal includes grant of options to employees of group companies without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPs. We do not support the resolution.
  • HSBC Mutual FundOptions can be issued at a significant discount to the market price.
  • ICICI Prudential Mutual FundThe AMC had voted against the resolution due to inadequate disclosures
  • Invesco Mutual FundThe company seeks shareholder approval for the amendment and ratification of the ‘Employee Stock Option Scheme 2025’. The pool size under the scheme is 8,072,086 options, representing ~2.0% of the expanded capital base as of 31 December 2025. The amendments are operational and are proposed to facilitate implementation of the scheme. The options granted will vest after the expiry of a minimum of one year and no later than a maximum of five years. A portion of the options will be subject to time‑based vesting, while the remaining options will be performance‑linked; however, the company has not provided a bifurcation between the two categories.For performance‑based options, the Nomination and Remuneration Committee (NRC) may determine the performance criteria for vesting. We expect companies to disclose clearly defined performance metrics, along with their respective weights and targets, for schemes that include performance‑based vesting.For time‑based options, the exercise price will be determined by the NRC and specified in the grant letter or relevant ESOP documentation. We do not favour schemes where there is no clarity on the exercise price, or where the exercise price is set at a significant discount (>20%) to the market price. ESOPs are “pay‑at‑risk” instruments that employees accept at the time of grant; this risk is undermined if options are issued at a significant discount to market price. If stock options are granted at such a discount, there is misalignment between the interests of investors and employees. In the absence of clarity on the exercise price, as well as the performance metrics, weights, and targets governing vesting, we do not support the resolution.
  • Jio BlackRock Mutual FundThe company seeks shareholder approval for the amendment and ratification of the ‘Employee Stock Option Scheme 2025’. The pool size under the scheme is 8,072,086 options, representing ~2.0% of the expanded capital base as of 31 December 2025. The amendments are operational and are proposed to facilitate implementation of the scheme. The options granted will vest after the expiry of a minimum of one year and no later than a maximum of five years. A portion of the options will be subject to time‑based vesting, while the remaining options will be performance‑linked; however, the company has not provided a bifurcation between the two categories.For performance‑based options, the Nomination and Remuneration Committee (NRC) may determine the performance criteria for vesting. We expect companies to disclose clearly defined performance metrics, along with their respective weights and targets, for schemes that include performance‑based vesting.For time‑based options, the exercise price will be determined by the NRC and specified in the grant letter or relevant ESOP documentation. We do not favour schemes where there is no clarity on the exercise price, or where the exercise price is set at a significant discount (>20%) to the market price. ESOPs are “pay‑at‑risk” instruments that employees accept at the time of grant; this risk is undermined if options are issued at a significant discount to market price. If stock options are granted at such a discount, there is misalignment between the interests of investors and employees.In the absence of clarity on the exercise price, as well as the performance metrics, weights, and targets governing vesting, we do not support the resolution.
  • Kotak Mahindra Mutual FundThe company seeks shareholder approval for the amendment and ratification of the Employee Stock Option Scheme 2025 . The pool size under the scheme is 8,072,086 options, representing ~2.0% of the expanded capital base as of 31 December 2025. The amendments are operational and are proposed to facilitate implementation of the scheme. The options granted will vest after the expiry of a minimum of one year and no later than a maximum of five years. A portion of the options will be subject to time based vesting, while the remaining options will be performance linked; however, the company has not provided a bifurcation between the two categories. For performance based options, the Nomination and Remuneration Committee (NRC) may determine the performance criteria for vesting. We expect companies to disclose clearly defined performance metrics, along with their respective weights and targets, for schemes that include performance based vesting. In the absence of clarity on the performance metrics, weights, and targets governing vesting, we do not support the resolution.
  • LIC Mutual FundConcerns over Non-compliance with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosure of Exercise Price/ Pricing Formula and Exercise Period, such disclosures do not align with intended purpose of law. Governance Concern: Excessive benefit may be extended to an individual employee, as cap provided on maximum number of options per employee may result in excessive benefits.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Motilal Oswal Mutual FundInadequate disclosure of Exercise Price and Exercise Period; Excessive benefit may be extended to an individual employee

  5 for16 against
• Ratification of extension of grant to the eligible employees of the Group Company, including a Subsidiary Company or Associate Company, in India or outside India, or of a Holding Company under Employee Stock Option Scheme 2025MoreLess

  ›Against Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, The Wealth Company Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, The Wealth Company Mutual FundNo concern on extending ESOP scheme to subsidiary employees. ESOS 2025 is Non-Compliant with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosure of Exercise Price/ Pricing Formula and Exercise Period, such disclosures do not align with intended purpose of law. Governance Concern: Excessive benefit may be extended to an individual employee; No cap on maximum number of options that can be granted per employee or maximum benefit per employee; Scheme proposed to be extended to Holding Company / Associate Company (ies) without adequate justification & no provision for reimbursement of cost to be incurred by the Company.
  • Baroda BNP Paribas Mutual FundThrough this resolution, the company proposes to extend the ESOP Scheme 2025 to the employees of its subsidiary companies. Our view on this resolution is linked to our view on resolution on the ESOP 2025 scheme. In the absence of objective disclosures regarding the exercise price, we do not support the ESOP scheme. Hence, we do not support this resolution.
  • Canara Robeco Mutual FundThrough resolution #2, the company seeks shareholder approval for extending the benefits of Employee Stock Option Scheme 2025 to the eligible employees of group companies including subsidiary, associate and holding companies. Our view is linked to resolution #1.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a deep discount to the prevailing market price. • The company has not specified the performance parameters and targets for vesting. • The proposal includes grant of options to employees of group companies without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPs. We do not support the resolution.
  • HSBC Mutual FundOptions can be issued at a significant discount to the market price. Options can be extended to employees of subsidiaries where the company does not have control.
  • ICICI Prudential Mutual FundThe AMC had voted against the resolution due to inadequate disclosures
  • Invesco Mutual FundThe company seeks shareholder approval for extending the benefits of Employee Stock Option Scheme 2025 to the eligible employees of group companies including subsidiary, associate and holding companies. Our view is related to Ratification and amendment of the Employee Stock Option Scheme 2025 as per the SEBI (share based employee benefit and sweat equity) Regulations, 2021. We do not support extending benefits to employees of group companies other than unlisted holding and subsidiary companies. We do not support the resolution
  • Jio BlackRock Mutual Fund, Kotak Mahindra Mutual FundThrough resolution #2, the company seeks shareholder approval for extending the benefits of Employee Stock Option Scheme 2025 to the eligible employees of group companies including subsidiary, associate and holding companies. Our view is linked to resolution #1. Further, we do not support extending benefits to employees of group companies other than unlisted holding and subsidiary companies. We do not support the resolution.
  • LIC Mutual FundConcerns over ESOS 2025 is Non-Compliance with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosure of Exercise Price/ Pricing Formula and Exercise Period, such disclosures do not align with intended purpose of law. Governance Concern: Excessive benefit may be extended to an individual employee; No cap on maximum number of options that can be granted per employee or maximum benefit per employee; Scheme proposed to be extended to Holding Company / Associate Company (ies) without adequate justification & no provision for reimbursement of cost to be incurred by the Company.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Motilal Oswal Mutual FundInter-linked with Resolution #1; Extension of Scheme to employees of Holding & Associate Companies without compelling justification and cost reimbursement provision.

  5 for16 against

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

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.