TVS Supply Chain Solutions MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Jul 2025, 5 fund houses

• To consider and approve the Scheme of Amalgamation between Mahogany Logistics Services Private Limited (formerly known as DRSR Logistics Services Private Limited) (“First Transferor Company”), TVS SCS Global Freight Solutions Limited (“Second Transferor Company”), White Data Systems India Private Limited (“Third Transferor Company”), SPC international (India) Private Limited (“Fourth Transferor Company”) and FLEXOL Packaging (India) Limited (“Fifth Transferor Company”) with and into TVS Supply Chain Solutions Limited (“Transferee Company”) and their respective shareholders (Collectively referred to as Participating Companies), pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (Act) (‘Scheme’ or ‘the Scheme’).MoreLess

  5 for0 against

Mutual fund votes, meeting of 9 Aug 2024, 12 fund houses

• Consideration and adoption of the Audited Standalone Financial Statements of the Company for the year ended March 31, 2024, together with the reports of the Board of Directors and the Auditors thereon.MoreLess

  12 for0 against
• Consideration and adoption of the Audited Consolidated Financial Statements of the Company for the year ended March 31, 2024, together with the report of the Auditors thereon.

  12 for0 against
• 3(a) - To appoint Ms. Shobhana Ramachandhran (DIN: 00273837), Non -Executive Director, who retires by rotation and being eligible, offers herself for reappointment.

  ›Against Groww Mutual Fund, JM Financial Mutual Fund

  • Groww Mutual Fund, JM Financial Mutual FundNo concern identified in the profile of the appointees. The Company has clubbed the resolution of re-appointment of Ms. Shobhana Ramachandhran and Mr. Ashish Kaushik, without complying section 162 of the Companies Act 2013.

  10 for2 against
• 3(b) - To appoint Sri. Ashish Kaushik (DIN: 09289238), Non -Executive Director, who retires by rotation and being eligible, offers himself for reappointment.

  ›Against Groww Mutual Fund

  • Groww Mutual FundNo concern identified in the profile of the appointees. The Company has clubbed the resolution of re-appointment of Ms. Shobhana Ramachandhran and Mr. Ashish Kaushik, without complying section 162 of the Companies Act 2013.

  9 for1 against

Mutual fund votes, meeting of 24 Nov 2023, 3 fund houses

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

• Appointment of Sri. K. Ananth Krishnan as an Independent Director

  3 for0 against
• Appointment of Sri. Narayan K Seshadri as an Independent Director

  ›Against Sundaram Mutual Fund

  • Sundaram Mutual FundNarayan K. Seshadri, 66, is founder and partner of Tranzmute LLP, a firm engaged in providing management and business transformation services. He is also a partner at Tranzmute Business Advisory LLP. He is a director on the board of fifteen companies (including six listed companies).Given his full-time responsibilities as Managing Partner of Tranzmute LLP, the board must articulate if it has assessed his time availability. Further, regulations allow whole time directors of listed companies to be independent directors in a maximum of three listed companies. He is an Independent Director on four listed companies including TVS Supply Chain Solutions Ltd. We believe that his responsibilities as the Managing Partner at Tranzmute LLP are equivalent to a whole-time directorship. Therefore, the high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support his appointment.

  2 for1 against
• Ratification of TVSSCS Management Incentive Plan I, 2018

  ›Against Franklin Templeton Mutual Fund, Sundaram Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock units to be issued with an exercise price at a discount to the market price, as on grant date. • The objective performance conditions, weighing of the metrics threshold and targets for vesting have not been disclosed.
  • Sundaram Mutual FundUnder the scheme, 204,560 options are available for grant. The options granted will vest after a year of grant but shall not be later than 31 March 2024. The exercise price has been fixed at Rs. 95.0, which is at a discount of ~55% to the closing market price of Rs. 211.6 as on 1 November 2023. Vesting is time-based. We do not favour ESOP schemes where options can be granted at a discount of more than 20% to the 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 the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. Therefore, we do not support the scheme.

  1 for2 against
• Ratification of extension of the benefits under the TVS SCS Management Incentive Plan I, 2018 to employees of subsidiary companies

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock units to be issued with an exercise price at a discount to the market price, as on grant date. • The objective performance conditions, weighing of the metrics threshold and targets for vesting have not been disclosed.

  1 for1 against
• Ratification of TVS SCS Management Incentive Plan II, 2018

  ›Against Franklin Templeton Mutual Fund, Sundaram Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock units to be issued with an exercise price at a discount to the market price, as on grant date. • The objective performance conditions, weighing of the metrics threshold and targets for vesting have not been disclosed.
  • Sundaram Mutual FundUnder the scheme, 1,052,330 options are available for grant. The options granted will vest post a year from date of grant. The exercise price has been fixed at Rs. 95.0, which is at a discount of ~55% to the closing market price of Rs. 211.6 as on 1 November 2023. We do not favour ESOP schemes where options can be granted at a discount of more than 20% to the 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 the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. Therefore, we do not support the scheme.

  1 for2 against
• Ratification of extension of the benefits under the TVS SCS Management Incentive Plan II, 2018 to employees of subsidiary companies.

  ›Against Franklin Templeton Mutual Fund, Sundaram Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock units to be issued with an exercise price at a discount to the market price, as on grant date. • The objective performance conditions, weighing of the metrics threshold and targets for vesting have not been disclosed.
  • Sundaram Mutual FundOur view is linked to our recommendation on resolution #5.

  1 for2 against
• Ratification of TVS Supply Chain Solutions Employee Stock Option Plan 2021

  ›Against Franklin Templeton Mutual Fund, Sundaram Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock units to be issued with an exercise price at a discount to the market price, as on grant date. • The exact performance conditions and targets for vesting have not been disclosed.
  • Sundaram Mutual FundUnder the scheme, 3,600,000 options are available for grant. The options granted will vest for a minimum of one year and a maximum of four years from date of grant. The exercise price shall be equal to Re. 1.0 (face value), which is at a discount of ~99% to the closing market price of Rs. 211.6 as on 1 November 2023. We do not favour ESOP schemes where options can be granted at a discount of more than 20% to the 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 the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. Therefore, we do not support the scheme.

  1 for2 against
• Ratification of extension of the benefits under the TVS Supply Chain Solutions Employee Stock Option Plan 2021 to employees of subsidiary companies.

  ›Against Franklin Templeton Mutual Fund, Sundaram Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The Scheme permits stock units to be issued with an exercise price at a discount to the market price, as on grant date. • The exact performance conditions and targets for vesting have not been disclosed.
  • Sundaram Mutual FundOur view is linked to our recommendation on resolution #7.

  1 for2 against