Titagarh Rail Systems CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 8 Aug 2025, 24 fund houses

• ISSUANCE OF UP TO 21,11,932 WARRANTS CONVERTIBLE INTO EQUITY SHARES OF THE COMPANY TO MEMBERS OF PROMOTER GROUP OF THE COMPANY ON PREFERENTIAL BASIS

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco 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, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, UTI Mutual FundThe company seeks shareholder approval to issue up to 2,111,932 warrants on a preferential basis at an issue price of Rs. 947.0 each - aggregating Rs. 1,999.9 mn to promoters – Rashmi Chowdhary and Prithish Chowdhary. The company will utilize the proceeds towards working capital requirements (Rs. 1,000 mn), reimbursement of capex (Rs. 500 mn – partial reimbursement of the Rs. 1,266.3 mn land acquisition at Uttarpara, West Bengal) and general corporate purposes (Rs. 499.9 mn). The dilution, post conversion of warrants, would be 1.54% on the expanded capital base. We recognize that the company has a strong order book of Rs. 112.0 bn, as per the May investor presentation, and may need funds to execute the orders and meet working capital requirements. Even so, we do not support the issue of warrants to promoters since it allows them to ride the stock price for 18 months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company’s long-term plans. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution.
  • Angel One Mutual FundGovernance Concern: Inadequate rationale for proposed fund raising via issuance of convertible warrants; Warrants are priced at par with equity without any premium; Preferential allotment to Promoters without any justification.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with Law. Governance Concern: Inadequate rationale for proposed fund raising via issuance of convertible warrants; Warrants are priced at par with equity without any premium; Preferential allotment to Promoters without any justification.
  • Canara Robeco Mutual FundThe company seeks shareholder approval to issue up to 2,116,402 warrants on a preferential basis at an issue price of Rs. 945.0 each - aggregating Rs. 1,999.9 mn to promoters – Rashmi Chowdhary and Prithish Chowdhary. The company will utilize the proceeds towards working capital requirements (Rs. 1,000 mn), reimbursement of capex (Rs. 500 mn) and general corporate purposes (Rs. 499.9 mn). The dilution, post conversion of warrants, would be 1.55% on the expanded capital base. We recognize that the company has a strong order book of Rs. 112.0 bn, as per the May investor presentation, and may need funds to execute the orders and meet working capital requirements. Even so, we do not support the issue of warrants to promoters since it allows them to ride the stock price for 18 months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company’s long-term plans. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution.
  • HDFC Mutual FundThe company seeks shareholder approval to issue up to 2,116,402 warrants on a preferential basis at an issue price of Rs. 945.0 each - aggregating Rs. 1,999.9 mn to promoters – Rashmi Chowdhary and Prithish Chowdhary. The issue of warrants to promoters since it allows them to ride the stock price for 18 months. We would have preferred if the company had come up with a preferential issue for raising capital from promoters. We do not support the resolution.
  • ICICI Prudential Mutual FundA composite fund raise offered to all shareholders is preferred over the preferential allotment of warrants to promoters. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundThe company seeks shareholder approval to issue up to 2,111,932 warrants on a preferential basis at an issue price of Rs. 947.0 each - aggregating Rs. 1,999.9 mn to promoters – Rashmi Chowdhary and Prithish Chowdhary. The company will utilize the proceeds towards working capital requirements (Rs. 1,000 mn), reimbursement of capex (Rs. 500 mn – partial reimbursement of the Rs. 1,266.3 mn land acquisition at Uttarpara, West Bengal) and general corporate purposes (Rs. 499.9 mn). The dilution, post conversion of warrants, would be 1.54% on the expanded capital base.We recognize that the company has a strong order book of Rs. 112.0 bn, as per the May investor presentation, and may need funds to execute the orders and meet working capital requirements.Even so, we do not support the issue of warrants to promoters since it allows them to ride the stock price for 18 months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company’s long-term plans. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution
  • Kotak Mahindra Mutual FundThe company seeks shareholder approval to issue up to 2,111,932 warrants on a preferential basis at an issue price of Rs. 947.0 each - aggregating Rs. 1,999.9 mn to promoters Rashmi Chowdhary and Prithish Chowdhary. The company will utilize the proceeds towards working capital requirements (Rs. 1,000 mn), reimbursement of capex (Rs. 500 mn partial reimbursement of the Rs. 1,266.3 mn land acquisition at Uttarpara, West Bengal) and general corporate purposes (Rs. 499.9 mn). The dilution, post conversion of warrants, would be 1.54% on the expanded capital base. Even so, we do not support the issue of warrants to promoters since it allows them to ride the stock price for 18 months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company s long-term plans. the proposed issuance has been priced at par with equity and no significant premium is being paid. Therefore, we are unable to support the resolution.
  • Mirae Asset Mutual Fundresolution is not inline with regulatory requirements
  • Nippon India Mutual FundGovernance Concern: Inadequate rationale for proposed fund raising via issuance of convertible warrants

  7 for17 against

Mutual fund votes, meeting of 19 Jun 2025, 22 fund houses

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

• Re-Appointment of Ms. Nayantara Palchoudhuri (DIN: 00581440) as Non-Executive Independent Director of the Company for a second term of 5 (five) years

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance concern: Excessive time commitments as he is holding Non Executive Dirctor positions in more than 5 Listed Entities along with a full-time position.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern identified on the merits of proposed appointee. Governance concern: Excessive time commitments.
  • Nippon India Mutual FundGovernance Concern: Excessive time commitments.

  14 for8 against
• Re-appointment of Shri Krishan Kumar Jalan (DIN: 01767702) as Non-Executive Independent Director of the Company for a second term of 5 (five) years

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance concern: he has failed in his duties of acting responsibly in the distribution of remuneration among executive directors
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern identified on the merits of proposed appointee. Governance concern: NRC Chairman and Excessive Remuneration to Promoter ED.
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration

  14 for8 against
• Re-appointment of Shri Sushil Kumar Roongta (DIN: 00309302) as Non-Executive Independent Director of the Company for a second term of 5 (five) years

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance concern: Excessive time commitments as he currently holds 7 listed directorships along with 8 committee membership.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern identified on the merits of proposed appointee. Governance concern: Excessive time commitments.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: Sushil Roongta 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.
  • Nippon India Mutual FundGovernance Concern: Excessive time commitments.

  13 for9 against
• Re-Appointment of Shri Umesh Chowdhary (DIN: 00313652) as Vice Chairman and Managing Director [VCMD] of the Company

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance concern: No absolute cap on variable pay.
  • Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on merit of the proposed appointee. Governance concern: No absolute cap on variable pay.
  • Invesco Mutual FundUmesh Chowdhary, 51, is Vice Chairperson and Managing Director, and part of the promoter group. He has been with the company since its inception and was appointed Managing Director in June 2007. He has attended six out of nine (66.7%) board meetings held in FY25 and 30/35 (85.7%) board meetings in the last three years. Under the current remuneration structure, Umesh Chowdhary is eligible to receive 3.5% of net profits as aggregate compensation — an amount projected to exceed Rs. 130 mn based on FY25 estimates – with minimum remuneration at Rs. 24.0 mn. As profitability increases, his remuneration entitlement will also rise. Historically, he has voluntarily waived his pay; however, there is no clarity on whether he will continue this practice. In the absence of explicit confirmation, we estimate his remuneration at 3.5% of net profits. There is no disclosed framework outlining performance metrics for variable pay, no cap on the absolute remuneration amount, and no indication of his intent to waive compensation in the future. Furthermore, the company has not disclosed his total FY25 compensation; he was paid Rs. 12.9 mn in 1H25. Given this lack of transparency, we are unable to estimate his compensation over the proposed term. While we support Umesh Chowdhary’s reappointment, we do not endorse the remuneration terms and, therefore, cannot support the resolution. We raise further concerns over the composition of the Nomination and Remuneration Committee, which comprises Jagdish Prasad Chowdhary, who is part of the promoter group and the Executive Chairperson – we believe his membership creates a conflict of interest and weakens the board’s checks on executive compensation
  • Mirae Asset Mutual Fundresolution not inline with regulatory requirements

  17 for5 against
• Amendment(s) to Titagarh Rail Systems Limited - Employees Stock Option Scheme 2023

  ›Against Angel One Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundInadequate disclosures regarding Exercise period. Governance & Transparency concern: Re-pricing of options.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the market price, on grant date. • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The proposals include grant of stock options to employees of the associate and group companies, without a compelling rationale.
  • Groww Mutual Fund, Navi Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosures regarding Exercise period. Governance & Transparency concern: Re-pricing of options.
  • HDFC Mutual FundExercise price of ESOP is at significant discount to market price. We do not support the resolution
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The stock options may be issued with an exercise price at a discount to the market price, on grant date. The company has not specified objective performance parameters, performance targets and thresholds for vesting. The proposals include grant of stock options to employees of the associate and group companies, without a compelling rationale.

  16 for6 against
• Approve grant of stock options to the employees of group company(ies) including subsidiary company(ies) in India or outside India

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundInadequate disclosures regarding Exercise period. Governance & Transparency concern: Extension of benefits under the scheme to employees of associate companies and no justification or cost reimbursement provision for extension of benefits under the scheme to employees of associate companies. Re-pricing of options.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency concern: Extension of benefits under the scheme to employees of associate companies and no justification or cost reimbursement provision for extension of benefits under the scheme to employees of associate companies.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosures regarding Exercise period. Governance & Transparency concern: Extension of benefits under the scheme to employees of associate companies and no justification or cost reimbursement provision for extension of benefits under the scheme to employees of associate companies. Re-pricing of options.
  • HDFC Mutual FundExercise price of ESOP is at significant discount to market price. We do not support the resolution
  • Invesco Mutual FundThrough a separate resolution, the company seeks shareholder approval to extend the scheme to employees of the subsidiaries or associate companies in India or outside India. We do not support the extension of such schemes to employees of associate companies. The company must provide the list of associate companies it proposes to extend the scheme to and a clear rationale for the same
  • Nippon India Mutual FundLack of Clarity. Extension of benefits under the scheme to employees of associate companies and no justification or cost reimbursement provision

  7 for10 against

Mutual fund votes, meeting of 24 Mar 2025, 17 fund houses

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

• To approve amendment(s) to Titagarh Rail Systems Limited – Employees Stock Option Scheme 2023 (“TRSL ESOP - 2023/ESOP Scheme 2023”)

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company seeks to increase the total number of stock options under the TRSL ESOS 2023 scheme to 1,500,000 from 500,000. The dilution for TWL ESOS 2023 (1,500,000 stock options) will be 1.1% on the expanded capital base. While we recognize that 500,000 stock options have been granted at a discount of 10% to the market price, the exercise price, exercise period, vesting period and vesting criteria for the remaining 1,000,000 stock options is at the discretion of the Nomination and Remuneration Committee, which is enabling. We do not support the resolution, as we do not have the details of the exercise price.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Non-Disclosure of Exercise Period & Vesting Period as per SEBI Regulations; NRC discretion to determine maximum period of Vesting. Governance Concern: Significant benefit arising to a single employee; No cap on maximum number of options that can be granted per employee.
  • Bank of India Mutual FundThe company seeks to increase the total number of stock options under the TRSL ESOS 2023 scheme to 1,500,000 from 500,000. The dilution for TWL ESOS 2023 (1,500,000 stock options) will be 1.1% on the expanded capital base. While we recognize that 500,000 stock options have been granted at a discount of 10% to the market price, the exercise price, exercise period, vesting period and vesting criteria for the remaining 1,000,000 stock options is at the discretion of the Nomination and Remuneration Committee, which is enabling.We do not favour schemes where there is no clarity on the exercise price and the exercise price is at a significant discount (>20%) to the market price or where there is no clarity on the performance metrics for vesting. 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 the market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Therefore, we do not support the resolution.
  • Edelweiss Mutual FundNon-Disclosure of Exercise Price, Exercise Period & Vesting Period as per SEBI Regulations; NRC discretion to determine Exercise Price, Vesting Period & Exercise Period. Significant benefit arising to a single employee.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the market price, on grant date. • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The proposals include grant of stock options to employees of the holding, associate and group companies, without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS which could be at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • HSBC Mutual FundThe stock options may be issued with an exercise price at a discount to the market price, on grant date. The company has not specified objective performance parameters, performance targets and thresholds for vesting. The proposals include grant of stock options to employees of the holding, associate and group companies, without a compelling rationale.
  • ICICI Prudential Mutual FundNon-Disclosure of Exercise Price, Exercise Period & Vesting Period as per SEBI Regulations; NRC discretion to determine Exercise Price, Vesting Period & Exercise Period. Significant benefit arising to a single employee. Hence the AMC has voted against the resolution,
  • Kotak Mahindra Mutual FundUnder the Part C of Schedule I of SEBI Regulations, 2021, companies are supposed to disclose the exercise price ,exercise period and period of vesting under their explanatory statement. Since the company has not provided any disclosure, the Company is non-compliant with above mentioned law. Hence voting against.
  • Mirae Asset Mutual FundESOPs are issued at significant discount to the market price therefore, we do not support the resolution.
  • Nippon India Mutual FundNon-Disclosure of Exercise Price / Pricing Formula

  3 for13 against
• To approve grant of stock options to the employees of group company(ies) including subsidiary company(ies) or its associate company(ies), in India or outside India

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Axis Mutual FundThrough this resolution, the company seeks shareholder approval to extend the scheme to employees of the subsidiaries or associate companies in India or outside India. Since, we do not have details of the exercise price, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021Governance & Transparency concern: Benefit extended to Associate Companies without justification or cost reimbursement provision.
  • Bank of India Mutual FundThrough this resolution, the company seeks shareholder approval to extend the scheme to employees of the subsidiaries or associate companies in India or outside India. We do not support the extension of such schemes to employees of associate companies. Further, our view on this resolution is linked to our view on resolution #1. Hence, we do not support the resolution.
  • Edelweiss Mutual Fundinterlinked with Resolution#1. Benefit extended to Associate Companies without justification or cost reimbursement provision.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the market price, on grant date. • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The proposals include grant of stock options to employees of the holding, associate and group companies, without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS which could be at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • HSBC Mutual FundThe stock options may be issued with an exercise price at a discount to the market price, on grant date. The company has not specified objective performance parameters, performance targets and thresholds for vesting. The proposals include grant of stock options to employees of the holding, associate and group companies, without a compelling rationale.
  • ICICI Prudential Mutual FundNon disclosures of details as mentioned in rationale for Resolution 1. Also, Benefit extended to Associate Companies without justification or cost reimbursement provision. Hence the AMC has voted against the resolution,
  • Kotak Mahindra Mutual FundBenefit extended to Associate Companies without justification or cost reimbursement provision. Hence voting against.
  • Mirae Asset Mutual Fundresolution not in line with the statutory requirements.

  4 for12 against
• To approve alteration of the Main Object Clause of Memorandum of Association of the Company

  17 for0 against

Mutual fund votes, meeting of 27 Aug 2024, 19 fund houses

• Adoption of Annual Financial Statements (Standalone and Consolidated), Report of the Board of Directors and Auditors for the Financial Year ended 31st March, 2024.

  19 for0 against
• Appointment of a Director in place of Shri. Umesh Chowdhary (DIN: 00313652) who retires by rotation and being eligible offers himself for re-appointment.

  19 for0 against
• Declaration of Final Dividend of Re. 0.80 (40%) per equity share of Rs. 2/- (Rupees two only) each for the Financial Year ended 31st March, 2024.

  19 for0 against
• Reappointment of Shri Anil Kumar Agarwal (DIN: 01501767), Executive Director, designated as Deputy Managing Director & CEO (Freight Rail Systems) of the Company.

  19 for0 against
• Revision in remuneration of Shri Prithish Chowdhary (DIN: 08509158), Deputy Managing Director of the Company for the remaining period of his existing term.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundMr. Prithish Chowdhary, 23, is part of the promoter family. He was appointed on the board as Non-Executive Non-Independent Director on 1 January 2021. The company redesignated him as Director (Marketing and Business Development) for five years from the 2022 AGM. He was elevated to Deputy Managing Director on 15 May 2024. The company now seeks to revise the remuneration payable to him as Deputy MD from 15 May 2024 till the end of his tenure on 12 August 2027, as minimum remuneration. He was paid Rs. 5.7 mn in FY24. We estimate his FY25 remuneration at Rs. 13.8 mn. The company must articulate the rationale behind a 140% increase in his remuneration. We are unable to support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundCompliant with the law. Governance Concern: Excessive remuneration as compared to other professional Eds, given the age and experience gap
  • Bank of India Mutual FundPrithish Chowdhary, 23, is part of the promoter family. He was appointed on the board as Non-Executive Non-Independent Director on 1 January 2021. The company redesignated him as Director (Marketing and Business Development) for five years from the 2022 AGM. He was elevated to Deputy Managing Director on 15 May 2024. The company now seeks to revise the remuneration payable to him as Deputy MD from 15 May 2024 till the end of his tenure on 12 August 2027, as minimum remuneration. We do not support his remuneration as we believe he does not have sufficient experience to be on the board of a listed company. He was paid Rs. 5.7 mn in FY24. We estimate his FY25 remuneration at Rs. 13.8 mn. The company must articulate the rationale behind a 140% increase in his remuneration. His proposed remuneration of Rs. 13.8 mn per annum, is not in line with peers given his experience and qualifications. We also raise concern that J P Chowdhary, Promoter Chairperson and Managing Director, is a member of the Nomination and Remuneration Committee. We are unable to support the resolution.
  • Edelweiss Mutual FundQuantum of hike is steep
  • ICICI Prudential Mutual FundPrithish Chowdhary, 23, is part of the promoter family. He was appointed on the board as Non-Executive Non-Independent Director on 1 January 2021. The company redesignated him as Director (Marketing and Business Development) for five years from the 2022 AGM. He was elevated to Deputy Managing Director on 15 May 2024. The company now seeks to revise the remuneration payable to him as Deputy MD from 15 May 2024 till the end of his tenure on 12 August 2027, as minimum remuneration. AMC do not support his remuneration as we believe he does not have sufficient experience to be on the board of a listed company. He was paid Rs. 5.7 mn in FY24. AMC estimate his FY25 remuneration at Rs. 13.8 mn. The company must articulate the rationale behind a 140% increase in his remuneration. His proposed remuneration of Rs. 13.8 mn per annum, is not in line with peers given his experience and qualifications. AMC also raise concern that J P Chowdhary, Promoter Chairperson and Managing Director, is a member of the Nomination and Remuneration Committee. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundPrithish Chowdhary, 23, is Deputy Director (Marketing and Business Development). The company now seeks to revise the remuneration payable to him as Deputy MD from 15 May 2024 till the end of his tenure on 12 August 2027. No concern has been identified with the profile of the director. However, given his experience, his remuneration is higher compared to the industry standards. He was paid Rs. 5.7 mn in FY24. We estimate his FY25 remuneration at Rs. 13.8 mn. The company must articulate the rationale behind a 140% increase in his remuneration. His proposed remuneration of Rs. 13.8 mn per annum, is not in line with peers given his experience and qualifications.
  • Mahindra Manulife Mutual FundGovernance Concern: Excessive remuneration as compared to other professional Eds, given the age and experience gap.

  8 for11 against
• Continuation of directorship of Shri Sushil Kumar Roongta (DIN: 00309302) as Independent Director of the Company who shall attain the age of 75 years during his current tenure.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • Sushil Kumar Roongta 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.

  18 for1 against
• Ratification of the remuneration to be paid to the Cost Auditor

  19 for0 against

Mutual fund votes, meeting of 2 Dec 2023, 8 fund houses

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

• Approval for Issue of Equity Shares of the Company by way of QIP

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: Excessive dilution. No specific justification.

  4 for3 against

Mutual fund votes, meeting of 29 Sep 2023, 7 fund houses

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

• Adoption of Annual Financial Statements (Standalone and Consolidated), Report of the Board of Directors and Auditors for the Financial Year ended 31st March, 2023.

  7 for0 against
• Appointment of a Director in place of Smt. Rashmi Chowdhary (DIN: 06949401) who retires by rotation and offers herself for reappointment.

  ›Against Mahindra Manulife Mutual Fund

  • Mahindra Manulife Mutual FundMs. Rashmi Chowdhary, 50, is part of the promoter family. She has been on the board since 14 August 2014. She attended 73% (8 out of 11) board meetings held in FY23 (according to the annual return and notice) and 68% (19 out of 28) of the board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all board meetings: We have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment. Therefore, we do not support her reappointment.

  6 for1 against
• Declaration of Final Dividend of Re. 0.50 (25%) per equity share of Rs. 2/- (Rupees two only) each for the Financial Year ended 31st March, 2023.

  6 for0 against
• Appointment of M/s Salarpuria & Partners, Chartered Accountants (Firm Registration Number 302113E) as Joint Statutory Auditors of the Company and fix their remuneration.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Significant disparity in the joint auditors’ remuneration; Scope of audit not disclosed.

  6 for1 against
• Appointment of Shri B. Prasada Rao (DIN: 01705080) as an Independent Director.

  7 for0 against
• Appointment of Shri Debanjan Mandal (DIN: 00469622) as an Independent Director.

  7 for0 against
• Ratification of the remuneration to be paid to the Cost Auditor.

  1 for0 against
• Modification of existing resolution passed by the shareholders u/s 180(1)(c) of the Companies Act, 2013 by granting authority to borrow any sum of money from time to time.

  ›Against Bandhan Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Significant portion of the existing limit is unutilized.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as: • The presence of a rolling limit linked to the net worth of the company instead of a monetary cap on the borrowings, is a market lagging practice. This prevents periodical shareholder review of the borrowing limit.
  • HDFC Mutual FundGiven these are rolling limits linked to networth, shareholders will not get a chance to periodic review the borrowing limits
  • Mahindra Manulife Mutual FundGovernance Concern: Significant portion of the existing limit is unutilized. While we recognize that the company will require an increased borrowing limit to fund its order book, we do not favor rolling limits linked to net worth and recommend companies seek approval for a fixed quantum. In the absence of a fixed limit, we are unable to support the resolution.

  1 for5 against
• Approval for change in name of ‘Titagarh Wagons Limited – Employees Stock Option Scheme 2023’ to ‘Titagarh Rail Systems Limited - Employees Stock Option Scheme 2023’

  6 for0 against
• Approval of grant for Stock Options to the employees of group company(ies) including subsidiary company(ies) or its associate company(ies), in India or outside India.

  ›Against Bandhan Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual FundNon-Compliance: Original scheme was not in accordance with law. Governance Concern: Extension of scheme to employees of group / associate companies without compelling reasons / cost not reimbursed to the Company.
  • Franklin Templeton Mutual FundA vote AGAINST the following resolution is considered warranted because the proposal includes grant of stock options to employees of associate and holding companies without proper justification.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted

  1 for5 against
• Approval for shifting of the registered office of the Company.

  7 for0 against
• Approval for Alteration of Articles of Association by deletion of certain clauses.

  7 for0 against
• To take note of and ratify a certificate relating to the Notice of Postal Ballot dated 21st March, 2023 in relation to change of name of the Company.

  6 for0 against