Thomas Cook (India) CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 19 Dec 2025, 9 fund houses

• Amend Thomas Cook Employees Stock Option Scheme 2013 (ESOP 2013)

  ›Against Jio BlackRock Mutual Fund, UTI Mutual Fund

  • Jio BlackRock Mutual FundThe company seeks to reduce the minimum vesting period from four to three years. The vesting period is three to seven years while the exercise period is 20 years – the 20-year exercise period is significantly higher than market practices. The exercise price will be the face value of shares and vesting will be performance based, based on vesting conditions decided by the Nomination and Remuneration Committee. We do not favour schemes where the exercise price is at a significant discount (>20%) to 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. In the case of deeply discounted stock options and options granted at face value, 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 detailed performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. The company must also disclose specific pre-defined performance targets for such parameters. In this case, the NRC may define performance vesting conditions at their discretion – there is no disclosure on these. In absence of granular clarity on the vesting criteria and exercise price being face value we do not support the scheme. Therefore, we do not support the resolution.
  • UTI Mutual FundWe do not favour schemes where the exercise price is at a significant discount to market price. In absence of granular clarity on the vesting criteria and exercise price being face value we do not support the scheme. Therefore, we do not support the resolution.

  1 for2 against
• Amend Thomas Cook Employees Stock Option Scheme 2018 - EXECOM (ESOP 2018 - EXECOM)

  ›Against Jio BlackRock Mutual Fund, UTI Mutual Fund

  • Jio BlackRock Mutual FundThe company seeks to reduce the minimum vesting period from four to three years. The vesting period is three to seven years while the exercise period is 20 years – the 20-year exercise period is significantly higher than market practices. The exercise price will be the face value of shares and vesting will be performance based, based on vesting conditions decided by the Nomination and Remuneration Committee. We do not favour schemes where the exercise price is at a significant discount (>20%) to 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. In the case of deeply discounted stock options and options granted at face value, 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 detailed performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. The company must also disclose specific pre-defined performance targets for such parameters. In this case, the NRC may define performance vesting conditions at their discretion – there is no disclosure on these. In absence of granular clarity on the vesting criteria and exercise price being face value we do not support the scheme. Therefore, we do not support the resolution.
  • UTI Mutual FundWe do not favour schemes where the exercise price is at a significant discount to market price. In absence of granular clarity on the vesting criteria and exercise price being face value we do not support the scheme. Therefore, we do not support the resolution.

  1 for2 against
• Approve amendments to Thomas Cook Employees Stock Option Scheme 2024 - EXECOM (ESOP 2024 - EXECOM)

  ›Against Jio BlackRock Mutual Fund, UTI Mutual Fund

  • Jio BlackRock Mutual FundThe company seeks shareholders’ approval to increase the pool size under ESOP 2024 from 5.6 mn stock options to 6.6 mn stock options and to reduce the minimum vesting period from four to three years. The revised vesting period is three to seven years while the exercise period is 20 years – the 20-year exercise period is significantly higher than market practices. The exercise price will be the face value of shares and vesting will be performance based, based on vesting conditions decided by the Nomination and Remuneration Committee. We do not favour schemes where the exercise price is at a significant discount (>20%) to 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. In the case of deeply discounted stock options and options granted at face value, 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 detailed performance parameters, which must be disclosed in the shareholder notice and must align to shareholder interests. The company must also disclose specific pre-defined performance targets for such parameters. In this case, the NRC may define performance vesting conditions at their discretion – there is no disclosure on these. In absence of granular clarity on the vesting criteria and exercise price being face value we do not support the scheme. Therefore, we do not support the resolution.
  • UTI Mutual FundWe do not favour schemes where the exercise price is at a significant discount to market price. In absence of granular clarity on the vesting criteria and exercise price being face value we do not support the scheme. Therefore, we do not support the resolution.

  1 for2 against
• Approve extension of amended Thomas Cook Employees Stock Option Scheme 2013 (ESOP 2013) to present and future employees of subsidiaries

  ›Against Jio BlackRock Mutual Fund, UTI Mutual Fund

  • Jio BlackRock Mutual FundThrough resolution #6 the company proposes extending the ESOP 2013 scheme to the present and future employees of the subsidiaries. Our view is linked to our view on resolution #5. We do not support the resolution.
  • UTI Mutual FundOur view is linked to our view on resolution #5. We do not support the resolution.

  1 for2 against
• Approve extension of amended Thomas Cook Employees Stock Option Scheme 2018 - EXECOM (ESOP 2018 - EXECOM) to present and future employees of subsidiaries

  ›Against Jio BlackRock Mutual Fund, UTI Mutual Fund

  • Jio BlackRock Mutual FundThrough resolution #4 the company proposes extending the ESOP 2018 - EXECOM scheme to the present and future employees of the subsidiaries. Our view is linked to our view on resolution #3. We do not support the resolution.
  • UTI Mutual FundOur view is linked to our view on resolution #3. We do not support the resolution.

  1 for2 against
• Approve extension of amended Thomas Cook Employees Stock Option Scheme 2024 - EXECOM (ESOP 2024 - EXECOM) to present and future employees of subsidiaries

  ›Against Jio BlackRock Mutual Fund, UTI Mutual Fund

  • Jio BlackRock Mutual FundThrough resolution #2 the company proposes extending the ESOP 2024 - EXECOM scheme to the present and future employees of subsidiaries. Our view is linked to our view on resolution #1. We do not support the resolution.
  • UTI Mutual FundOur view is linked to our view on resolution #1. We do not support the resolution.

  1 for2 against
• To consider and approve for amendment(s) to Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013) pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.MoreLess

  ›Against Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate clarity on Reducing the vesting period with 20-year exercise period exceeding market norms without disclosed performance targets

  4 for2 against
• To consider and approve for amendment(s) to Thomas Cook Employees Stock Option Scheme 2018 – Execom (ESOP 2018 - EXECOM) pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.MoreLess

  ›Against Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate clarity on Reducing the vesting period with 20-year exercise period exceeding market norms without disclosed performance targets

  4 for2 against
• To consider and approve for amendment(s) to Thomas Cook Employees Stock Option Scheme 2024 - Execom (ESOP 2024 - EXECOM) pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Potential benefits to a single employee under the Scheme is excessive.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Potential benefits to a single employee under the Scheme is excessive
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Potential benefits to a single employee under the Scheme is excessive

  0 for6 against
• To consider and approve for approval for extending benefits of the amended Thomas Cook Employees Stock Option Scheme 2024 - Execom (ESOP 2024 - EXECOM) to the present and future employees of subsidiary companies pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Potential benefits to a single employee under the Scheme is excessive. The concerns is connected to the primary scheme which is being extended.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Potential benefits to a single employee under the Scheme is excessive
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Potential benefits to a single employee under the Scheme is excessive

  0 for6 against
• To consider and approve for extending benefits of the amended Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013) to the present and future employees of subsidiary companies pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.MoreLess

  ›Against Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate clarity on Reducing the vesting period with 20-year exercise period exceeding market norms without disclosed performance targets

  4 for2 against
• To consider and approve for extending benefits of the amended Thomas Cook Employees Stock Option Scheme 2018 - Execom (ESOP 2018 - EXECOM) to the present and future employees of subsidiary companies pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.MoreLess

  ›Against Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Inadequate clarity on Reducing the vesting period with 20-year exercise period exceeding market norms without disclosed performance targets

  4 for2 against

Mutual fund votes, meeting of 3 Sep 2025, 9 fund houses

• To consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon.

  9 for0 against
• To consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Report of the Auditors thereon.

  9 for0 against
• To declare dividend on Equity Shares for the Financial Year ended March 31, 2025.

  9 for0 against
• To re-appoint Mr. Mahesh Iyer (DIN:07560302), as a Director of the Company, liable to retire by rotation.

  9 for0 against
• To consider and approve payment of commission to Non Executive Independent Directors of the Company for the Financial Year 2024-25.

  9 for0 against
• To consider and approve appointment of M/s. Dedhia Shah & Partners LLP, Company Secretaries, ICSI Unique Code-L2025MH019000, as Secretarial Auditor for a period of 5 years commencing from Financial Year 2025-26 to Financial Year 2029-30.MoreLess

  9 for0 against
• To approve payment of ex-gratia, as salary, to Mr. Madhavan Menon (DIN: 00008542) for his services over the years.

  9 for0 against

Mutual fund votes, meeting of 17 Apr 2025, 12 fund houses

• To consider and pass the following resolution as a Special Resolution for approval of Thomas Cook Employees Stock Option Scheme 2024 - EXECOM (ESOP 2024 - EXECOM) and issue of Employee Stock Options under the ESOP 2024 – EXECOM to the employees of the Company.MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, UTI Mutual FundThe overall dilution of the scheme for 5,570,000 options is ~1.2% on the expanded capital base as on 31 December 2024. The exercise price will be the face value of shares and vesting will be based on achievement of mandatory vesting conditions that will be decided by the Nomination and Remuneration Committee from time to time. Because the vesting conditions have not been disclosed, the scheme disclosures do not align with our voting guidelines. The vesting period if 4 to 7 years while the exercise period is 20 years – the 20-year exercise period is significantly higher than market practices. We do not support the resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Potential excessive benefits to single employee.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Potential excessive benefits to single employee.
  • Mahindra Manulife Mutual FundThe overall dilution of the scheme for 5,570,000 options is ~1.2% on the expanded capital base as on 31 December 2024. The exercise price will be the face value of shares and vesting will be based on achievement of mandatory vesting conditions that will be decided by the Nomination and Remuneration Committee from time to time. Because the vesting conditions have not been disclosed, the scheme disclosures do not align with our voting guidelines.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  3 for9 against
• To consider and pass the following resolution as a Special Resolution for approval for extending benefits of Thomas Cook Employees Stock Option Scheme 2024 - EXECOM (ESOP2024 - EXECOM) to the present and future employees of Subsidiary companies.MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual FundUnder resolution #2 the company proposes extending the ESOP 2024 - EXECOM scheme to the present and future employees of the subsidiaries. Our view is linked to our view on resolution #1. We do not support the resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Potential excessive benefits to single employee.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Potential excessive benefits to single employee. Interlinked with resolution #1.
  • Mahindra Manulife Mutual FundOur decision is linked to resolution #1.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • UTI Mutual FundOur view is linked to our view on resolution #1. We do not support the resolution.

  3 for9 against
• To consider and pass the following resolution as a Special Resolution for appointment of Mr. Sharad Kumar Saxena (DIN: 08238872) as Non-Executive Independent Director.

  12 for0 against
• To consider and pass the following resolution as a Special Resolution for Re-designation of Mr. Madhavan Menon (DIN: 00008542) as Non-Executive Chairman and Continuation of Directorship of Mr. Madhavan Menon as Non-Executive Chairman of the Company in the capacity of Non-Executive and Non-Independent Director of the Company.MoreLess

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Angel One Mutual FundTransparency Concern: Non-disclosure of Board meeting attendance for FY 2024-25.
  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern identified on the merit of proposed appointee. Transparency Concern: Non-disclosure of Board meeting attendance for FY 2024-25.

  9 for3 against
• To consider and pass the following resolution as a Special Resolution for approval of change and fixation of remuneration of Mr. Mahesh Iyer as Managing Director and Chief Executive Officer (DIN:07560302) of the Company due to his increased role and responsibility of the Thomas Cook India Group and payment of minimum remuneration in case of absence or inadequacy of profits.MoreLess

  ›Against Mirae Asset Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  11 for1 against

Mutual fund votes, meeting of 30 Aug 2024, 9 fund houses

• To consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024 and the Reports of the Board of Directors and Auditors thereon.

  9 for0 against
• To consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 and the Report of the Auditors thereon.

  9 for0 against
• To re-appoint Mr. Sumit Maheshwari (DIN: 06920646), as a Director of the Company, who retires by rotation and being eligible, offers himself for re appointment.

  9 for0 against
• To re-appoint Mr. Gopalakrishnan Soundarajan (DIN: 05242795) as a Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.

  9 for0 against
• To declare dividend on Equity Shares for the Financial Year ended March 31, 2024.

  9 for0 against
• To consider and approve payment of commission to Non Executive Independent Directors of the Company for the Financial Year 2023-24.

  9 for0 against
• To appoint Mr. Rahul Narain Bhagat (DIN: 02473708) as Non Executive Independent Director.

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance Concern: Proposed term will lead to prolonged association with the Group.
  • Mahindra Manulife Mutual FundRahul Bhagat, 60, has over three decades of banking experience. His last role was Country Head- Retail Liabilities, Marketing and Direct Banking Channels at HDFC Bank. His appointment as Independent Director is in line with statutory requirements. However, he has been on the board of SOTC Travel Limited, a subsidiary, since June 2017 and on the board of SOTC Travel Services Private Limited: a group company since January 2016. We consider his overall association with the group while computing his tenure. We do not support (re)appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years anytime during the proposed tenure as we believe that this is not in line with the spirit of the regulations. We are unable to support the resolution.

  2 for7 against

Mutual fund votes, meeting of 23 Aug 2023, 3 fund houses

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

• To receive, consider and adopt the Standalone Audited Financial Statements fornthe financial year ended March 31, 2023 together with the Reports of the Board ofnDirectors and the Auditors thereon and the Consolidated Audited FinancialnStatements for the financial year ended March 31, 2023 together with the Report ofnthe Auditors thereonMoreLess

  3 for0 against
• To re-appoint Mr. Chandran Ratnaswami (DIN: 00109215), who retires by rotationnand being eligible, offers himself for re-appointment

  3 for0 against
• To declare dividend on Equity Shares for the financial year ended March 31, 2023

  3 for0 against
• To approve continuation of Directorship of Mr. Chandran Ratnaswami (DIN:n00109215), as a Non Executive Director of the Company beyond Seventy-Five (75)nyears of age

  3 for0 against
• To consider and approve re-designation and appointment of Mr. Madhavan Menonn(DIN: 00008542) as an Executive Chairman, in the category of a Whole TimenDirector, with the title as the “Chairman” of the Company for a fresh term of five (5)nyears commencing from July 5, 2023 to July 4, 2028 and fixation of remunerationnand minimum remuneration for a period of three (3) years commencing from Julyn5, 2023 to July 4, 2026 and continuation of directorship of Mr. Madhavan Menon asna Whole Time Director of the Company beyond Seventy (70) years of ageMoreLess

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundConcentration of power due to combined position of Executive Chairman
  • Nippon India Mutual FundNo absolute cap on variable pay

  0 for2 against
• To consider and approve re-designation and appointment of Mr. Mahesh Iyer asnManaging Director and Chief Executive Officer of the Company for a fresh term ofnfive (5) years commencing from July 5, 2023 to July 4, 2028 and fixation ofnremuneration and minimum remuneration for a period of three (3) yearsncommencing from July 5, 2023 to July 4, 2026MoreLess

  2 for0 against
• To consider and approve payment of commission to Non Executive Directorsn(NEDs) of the Company for the Financial Year 2022-23

  3 for0 against

Mutual fund votes, meeting of 26 Apr 2023, 2 fund houses

• Approval of payment of remuneration to Mr. Madhavan Menon (DIN:00008542), Chairman and Managing Director of the Company and minimum remuneration in case of inadequacy of profits for the period commencing from March 1, 2023 to February 28, 2025MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundMadhavan Menon, 68, is serving as the Managing Director of TCIL since 27 April 2006. Prior to joining TCIL, he was the Chief Operating and Administrative Officer of Birla Sunlife Asset Management Co. Limited. He has over forty years of experience and has also worked with CitiBank and ANZ Grindlays Bank. We estimate Madhavan Menon’s remuneration at Rs. 79.2 mn (including variable pay and fair value of stock options). We note that TCIL’s Leisure business: Sterling Holiday and Resorts and Digital Imaging Solutions, which are the most profitable businesses on a consolidated basis has its own independent management. Thus, we believe Madhavan Menon’s estimated remuneration is high given the size and profitability of the standalone business. Further, the company should have capped the variable pay and provided details on the stock options that shall be granted to him during the remainder of his tenure.
  • Nippon India Mutual FundRemuneration is high

  0 for2 against
• Re-appointment of Mr. Mahesh Iyer (DIN: 07560302), as Executive Director and Chief Executive Officer of the Company for a term of 5 years from May 29, 2023 to May 28, 2028 and fixation of remuneration and minimum remuneration in case of inadequacy of profits for the period commencing from May 29, 2023 to May 28, 2026MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund

  • Aditya Birla Sun Life Mutual FundMahesh Iyer, 50, has experience of over thirty years and has held multiple roles in the company including Head of Foreign Exchange, Chief Operating Officer & Chief Executive Officer.We estimate Mahesh Iyer’s remuneration at Rs. 44.0 mn and total aggregate executive remuneration at Rs. 123.2 mn. We note that Sterling Hotels and Resorts and Digital Imaging Solutions: TCIL’s profitable businesses has their own independent management. While we support Mahesh Iyer’s reappointment as Executive Director and Chief Executive Officer, we do not support the resolution as we believe that the aggregate executive remuneration is high given the size of the standalone business. Further, the company should have provided details on the stock options that shall be granted to him and capped the variable pay in absolute amounts.

  1 for1 against