TTK Prestige CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 7 Aug 2025, 8 fund houses

• To receive, consider and adopt the audited Financial Statements(including the Consolidated Financial Statements) of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  8 for0 against
• To declare a dividend of Rs. 6/- (Rupees Six Only) per equity share ofFace Value of Rs. 1/- each for the financial year ended March 31, 2025.

  8 for0 against
• Appointment of Dr. Mukund T.T. (DIN 07193370) as director liable to retire by rotation

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with the law. Governance concern: Director is also an NRC Member and governance issues identified with regard to remuneration terms of an existing Director who will continue as Chairperson Emeritus.

  7 for1 against
• Ratification of Remuneration Payable to Cost Auditor for the Financial Year 2025-26

  8 for0 against
• Appointment of Secretarial Auditor

  8 for0 against
• Payment of Remuneration to Mr. T.T. Jagannathan – Chairman Emeritus

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundGovernance Concern: Quantum of remuneration proposed to Mr. T. T. Jagannathan not justified when compared with the remuneration of the Board Members of the Company.

  7 for1 against

Mutual fund votes, meeting of 14 Mar 2025, 7 fund houses

• Appointment of Mr. Prabhakar Jain (DIN: 02017091), as an Independent Director of the Company

  7 for0 against
• Appointment of Mr. Girish Rao (DIN: 00073937), as an Independent Director of the Company

  ›Against Axis Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundGirish Rao, 62, co-founded TTK Healthcare Services Pvt. Ltd. in 2002 (now Vidal Health TPA Pvt. Ltd.), which later became a joint venture with Swiss Reinsurance Company. In 2010, he founded Vidal Health, acquiring TTK Healthcare Services, another TPA in the UAE and Vipul Medcorp, becoming one of the largest TPAs in India. In April 2024, Vidal Health was acquired by Bajaj Finserv Health Ltd. He also promoted Nova Medical Centre Pvt. Ltd., offering day care surgical procedures in India. Additionally, he served as MD of Swiss Re Healthcare Services Pvt. Ltd., advising on healthcare strategy in India and Asia. Between 1997-2002, he held senior roles at TTK Prestige, driving international market entry and domestic business growth. He has also been an Independent Director on the board of TTK Healthcare (a promoter group company) for ten years till 22 August 2024. Given his prolonged association with the TTK Group and its promoters without a sufficient cool-off period between appointments, we do not consider Girish Rao as independent on the board of TTK Prestige. The company must consider appointing him as a Non-Executive Non-Independent Director. We do not support the resolution.
  • HDFC Mutual FundMr. Girish Rao, 62, co-founded TTK Healthcare Services Pvt. Ltd. in 2002. He has also been an Independent Director on the board of TTK Healthcare (a promoter group company) for ten years till 22 August 2024. Given his prolonged association with the TTK Group and its promoters without a sufficient cool-off period between appointments, we do not consider Girish Rao as independent on the board of TTK Prestige. We do not support the resolution.
  • ICICI Prudential Mutual FundGirish Rao, 62, co-founded TTK Healthcare Services Pvt. Ltd. in 2002 (now Vidal Health TPA Pvt. Ltd.), which later became a joint venture with Swiss Reinsurance Company. In 2010, he founded Vidal Health, acquiring TTK Healthcare Services, another TPA in the UAE and Vipul Medcorp, becoming one of the largest TPAs in India. In April 2024, Vidal Health was acquired by Bajaj Finserv Health Ltd. He also promoted Nova Medical Centre Pvt. Ltd., offering day care surgical procedures in India. Additionally, he served as MD of Swiss Re Healthcare Services Pvt. Ltd., advising on healthcare strategy in India and Asia. Between 1997-2002, he held senior roles at TTK Prestige, driving international market entry and domestic business growth. He has also been an Independent Director on the board of TTK Healthcare (a promoter group company) for ten years till 22 August 2024. Given his prolonged association with the TTK Group and its promoters, Girish Rao should not be considered as independent on the board of TTK Prestige. Hence, the AMC has voted against the resolution.
  • Nippon India Mutual FundProfile of the Candidate

  3 for4 against

Mutual fund votes, meeting of 21 Aug 2024, 10 fund houses

• Adoption of audited financial statements

  10 for0 against
• Declaration of Dividend

  10 for0 against
• Appointment of Mr. T T Raghunathan (DIN: 00043455) as a director liable to retire by rotation

  10 for0 against
• Ratification of Remuneration Payable to Cost Auditor for the Financial Year 2024-25

  10 for0 against
• Payment of Remuneration to Mr. T T Venkatesh

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundGovernance & Transparency Concern: Not disclosed effective date for revised payment of remuneration & No adequate justification for the significant increase in remuneration.

  7 for3 against
• Appointment of Mr. R Srinivasan (DIN: 00043658) as the Director of the Company (Category: Non-Executive Non-Independent)

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: No cooling off period served before appointment as NE-NID post completion of two terms as an ID. Appointment as NED will raise question over his independence in the previous term as ID.

  7 for3 against
• Appointment of Mr. Venkatesh Vijayaraghavan (DIN No. 08129890) as Director of the Company

  10 for0 against
• Appointment of Mr. Venkatesh Vijayaraghavan (DIN No. 08129890) as Whole-time Director of the Company and designated as Whole-time Director and Chief Executive Officer w.e.f. 1st September 2024 and as Managing Director of the Company and designated as Managing Director and Chief Executive Officer w.e.f. 1st October 2024MoreLess

  10 for0 against
• Appointment of Mr. Saranyan Rajagopalan (DIN No. 06480857) as Director of the Company

  10 for0 against
• Appointment of Mr. Saranyan Rajagopalan (DIN No. 06480857) as Whole-time Director of the Company and designated as Whole-time Director and Chief Financial Officer

  10 for0 against
• Remuneration Payable to Mr. T.T. Jagannathan – Non-Executive Chairman

  ›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: Remuneration is skewed in favor of Mr. T. T. Jagannathan

  7 for3 against

Mutual fund votes, meeting of 27 Apr 2024, 10 fund houses

• Appointment of Ms. Akila Krishnakumar (DIN: 06629992), as an Independent Director of the Company

  10 for0 against
• Reappointment of Mr K Shankaran [DIN: 00043205] as a Wholetime Director of the Company

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

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of the proposed proposed. Non-Compliance: Prior shareholder approval not obtained for continuation of directorship beyond 70 years of age.
  • Nippon India Mutual FundDelayed Shareholder approval

  6 for4 against

Mutual fund votes, meeting of 27 Jul 2023, 9 fund houses

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

• Adoption of audited financial statements

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundUnqualified financial statements (except certain non-material qualified/adverse remarks identified in CARO report). Non-Compliant with Companies Act & SEBI LODR Regulations: Non-disclosure of financial statements of the Subsidiaries on the website.
  • Nippon India Mutual FundInadequate disclosure

  6 for2 against
• Declaration of Dividend

  8 for0 against
• Appointment of Dr. Mukund T.T (DIN: 07193370) as Director liable to retire by rotation

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Motilal Oswal Mutual FundRe-appointment compliant with the law. Governance concern: Remuneration skewness raises question over the role played by the NRC member.
  • Nippon India Mutual FundRole in NRC
  • SBI Mutual FundDr. T.T. Mukund, 46, is a non-executive director of the company. He is the son of chairperson Mr. T.T. Jagannathan and a part of the promoter family. He is presently Reader - National Centre for Biological Sciences, Bengaluru. SBIMF wishes to place on record our acknowledgement that the company is in compliance to the regulatory norms in the country and the presence of the promoters on the board will be beneficial for the company and the minority shareholders. However, we note that out of 13 Board of Directors, of which the company has classified 8 as independent, only 4 are independent in spirit as per SBIMF’s framework due to their prolonged association with the company. This reduces the effective independence of the board to 31%. While this is not a commentary on the competence of the promoter, we hold promoter directors responsible for ensuring 50% board independence in numbers and in spirit. In this context, we are unable to support the resolution.

  5 for3 against
• Appointment of Mr. T T Jagannathan (DIN: 00191522) as director, liable to retire by rotation

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Motilal Oswal Mutual FundNon-compliance with law. No prior approval has been sought, therefore, he has ceased to be a Director. Governance Concern: Remuneration skewed in favor of Mr. T. T. Jagannathan.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • SBI Mutual FundT. T. Jagannathan, 75, is part of the promoter group and the company’s Chairperson. He has served on the board since January 1975. He has attended all five board meetings held in FY23 (100%). SBIMF wishes to place on record our acknowledgement that the company is in compliance to the regulatory norms in the country and the presence of the promoters on the board will be beneficial for the company and the minority shareholders. However, we note that out of 13 Board of Directors, of which the company has classified 8 as independent, only 4 are independent in spirit as per SBIMF’s framework due to their prolonged association with the company. This reduces the effective independence of the board to 31%. While this is not a commentary on the competence of the promoter, we hold promoter directors responsible for ensuring 50% board independence in numbers and in spirit. In this context, we are unable to support the resolution

  5 for3 against
• Ratification of Remuneration payable to Cost Auditor

  8 for0 against
• Re-appointment of Mr. Dhruv Moondhra (DIN: 00151532), as an Independent Director of the company

  8 for0 against
• Approval for payment of remuneration to Non-Executive Directors

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundAt the 2019 Postal Ballot, shareholders approved payment of commission to non-executive directors upto 5% of net profits. The said approval was valid for four years i.e., till 31 March 2023. Hence, shareholder approval is sought for renewal from FY24 onwards. While we support the payment of commission to the Non-Executive Directors upto 2%, given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review such payments.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as the approval will be valid till perpetuity and shareholders will not get to review the payments in the future.
  • HDFC Mutual FundCompany has not given any time limit and is thus, seeking approval in perpetuity
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: No absolute cap on proposed payment of commission & Perpetual Approval. Skewed remuneration in the past. Interlinked to resolution #8.
  • Nippon India Mutual FundPerpetual approval, hence not approved
  • SBI Mutual FundAt the 2019 Postal Ballot, shareholders approved payment of commission to non-executive directors upto 5% of net profits. The said approval was valid for four years i.e., till 31 March 2023. Hence, shareholder approval is sought for renewal from FY24 onwards. While we support the payment of commission to the Non-Executive Directors upto 2%, given that the company has not defined a tenure for payment of commission, the resolution is effectively valid in perpetuity. We do not support resolutions in perpetuity: shareholders must get a chance to periodically review such payments. Hence, we do not support the resolution.

  2 for6 against
• Remuneration Payable to Mr. T.T. Jagannathan – Non-Executive Chairman

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundT. T Jagannathan received commission of Rs. 80.6 mn in FY23, 7.7% lower than Rs 87.2 mn paid in FY22 and the ratio of his remuneration to the median employee remuneration was 102.1x. Further, the managerial (promoter family + professional ED) remuneration is high at 4.9% of the consolidated PBT for FY23. T. T Jagannathan is a member of the NRC together with tenured directors who have been on the board for a period ranging from 8 to 22 years. The remuneration paid to T. T Jagannathan is very high for a non-executive role in the company and is almost 1.9x of that paid to the MD, Chandu Kalro - we believe this may have material implications for the chain of command within and outside the organization. As a good practice, companies must cap remuneration in absolute terms. We note that one of the promoter companies was paid license fees aggregating Rs.162 mn in FY23 for use of the TTK logo.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given that: • The aggregate remuneration of INR 80.6 million paid for FY2023 is deemed excessive compared to market practices and other non-executive chairs. • The company has failed to provide sufficient justification for this remuneration as non-executive chairman, which is significantly higher than the remuneration paid to executives of the company. • There is conflict of interest with regard to his pay arrangements as the director is a member of the nomination and remuneration committee.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Motilal Oswal Mutual FundGovernance concern: Remuneration is skewed in favor of Mr. T. T. Jagannathan.
  • Nippon India Mutual FundSkewed remuneration

  4 for5 against

Mutual fund votes, meeting of 8 Mar 2023, 8 fund houses

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

• Appointment of Mrs. Sandhya Vasudevan (DIN: 00372405), as an Independent Director of the Company

  8 for0 against
• Appointment of Mr. V Ranganathan (DIN: 00550121), as an Independent Director of the Company

  7 for0 against
• Approval of TTK Prestige Limited - Long Term Incentive (Stock Option) Plan 2023

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundIn absence of detailed performance parameters, we are unable to support the resolution given that the exercise price of the performance linked options may be at a significant discount to market price.
  • Franklin Templeton Mutual FundA vote AGAINST the following resolution is warranted because: • The scheme offers flexibility to grant stock options at an exercise price at a discount to the market price on the grant date. (The exercise price of time linked options shall not be less than 90% of the fair market value on the date of grant and the exercise price for the performance linked options shall be equal to or greater than the face value). • The exact performance metrics and targets for vesting have not been disclosed.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Nippon India Mutual FundInadequate disclosure

  2 for4 against
• Approval of TTK Prestige Limited - Long Term Incentive (Stock Option) Plan 2023 for the eligible Employees of the Subsidiary Company(ies) of the Company

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundIn absence of detailed performance parameters, we are unable to support the resolution given that the exercise price of the performance linked options may be at a significant discount to market price.
  • Franklin Templeton Mutual FundA vote AGAINST the following resolution is warranted because: • The scheme offers flexibility to grant stock options at an exercise price at a discount to the market price on the grant date. (The exercise price of time linked options shall not be less than 90% of the fair market value on the date of grant and the exercise price for the performance linked options shall be equal to or greater than the face value). • The exact performance metrics and targets for vesting have not been disclosed.
  • Mirae Asset Mutual FundOur view is linked to resolution #3.
  • Nippon India Mutual FundInadequate disclosure

  2 for4 against