Zensar Technologies logo

Zensar Technologies CEO, MD, chairman, board of directors and AGM

NSE: ZENSARTECHBSE: 504067IT - SoftwareSmall Cap

Formerly Fujitsu ICIM
Last close ₹493.70down ₹7.50 (1.50%)BSE ₹494.10

Share price at the NSE close on 23 Oct 2026. Previous close ₹501.20.

52-week range of traded prices to 23 Oct 2026
₹416.15Low, 25 Sep 2026₹822.00High, 23 Oct 2025
Market cap
₹11,236 Cr480th largest listed
P/E
14.5
P/B
2.4
Dividend yield
3.04%
ROE
17.7%
ROCE
17.6%
Debt to equity
0.00
Volume, NSE
21,45,56827.5% delivered

Zensar Technologies board of directors

At the end of the quarter to Sep 2026, as the company filed it; changes since are in its announcements.Their trades in its shares

  • ChairpersonHarsh Vardhan Goenka
  • Managing director and CEOManish Tandon
  • Company Secretary and Compliance OfficerAnand Daga

7 directors4 independent1 executive2 non-executive

  • Harsh Vardhan Goenka · ChairpersonNon-executive · joined Sep 2001 · 5 listed boards
  • Manish Tandon · Managing director and CEOExecutive · joined Jan 2023 · 1 listed board · 1 committee seat
  • Ketan Arvind DalalIndependent · joined Nov 2017 · reappointed Nov 2022 · 46 months as independent · 4 listed boards · 4 as independent · 7 committee seats, 3 as chair
  • Ben Edward DruskinIndependent · joined Nov 2017 · reappointed Nov 2022 · 46 months as independent · 1 listed board · 1 as independent · 1 committee seat
  • Anant Vardhan GoenkaNon-executive · joined Jan 2019 · 2 listed boards · 1 committee seat, 1 as chair
  • Radha RajappaIndependent · joined Aug 2019 · reappointed Aug 2024 · 25 months as independent · 5 listed boards · 5 as independent · 4 committee seats
  • Pravin Udhyavara Bhadya RaoIndependent · joined Sep 2022 · reappointed Sep 2022 · 48 months as independent · 3 listed boards · 3 as independent · 5 committee seats, 1 as chair

An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.

2 directors who left
  • Harsh Charandas Mariwala, left 17 Apr 2026: Tenure Completion
  • Ajit Tekchand Vaswani, left 31 Mar 2025: Tenure Completion

Committees and meetings

Who sits on each, and how often they met.Board meeting notices and outcomes

  • Board

    • 29 Jul 20267 of 7 present4 independent · 95 days in between
    • 24 Apr 20267 of 7 present4 independent · 21 days in between
    • 2 Apr 20268 of 8 present5 independent

  • Audit Committee

    Chair Ketan Arvind Dalal

    Pravin Udhyavara Bhadya Rao, Ben Edward Druskin

    • 31 Aug 20263 of 3 present3 independent · 32 days in between
    • 29 Jul 20263 of 3 present3 independent · 95 days in between
    • 24 Apr 20263 of 3 present3 independent

  • Nomination and remuneration committee

    Chair Pravin Udhyavara Bhadya Rao

    Radha Rajappa, Ketan Arvind Dalal

    • 1 Sep 20263 of 3 present3 independent · 42 days in between
    • 20 Jul 20263 of 3 present3 independent · 88 days in between
    • 22 Apr 20263 of 3 present3 independent

  • Stakeholders Relationship Committee

    Chair Pravin Udhyavara Bhadya Rao

    Manish Tandon, Anant Vardhan Goenka

    No meeting listed in the filing.

  • Risk Management Committee

    Chair Radha Rajappa

    Pravin Udhyavara Bhadya Rao, Ketan Arvind Dalal

    No meeting listed in the filing.

  • Corporate Social Responsibility Committee

    Chair Anant Vardhan Goenka

    Ben Edward Druskin, Radha Rajappa

    No meeting listed in the filing.

Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.

Statutory auditor

Named in the results for the quarter to Mar 2026.

  • S R B C & CO LLPPeer-review certificate valid to Feb 2029

A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.

Zensar Technologies AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.Zensar Technologies dividend history

Annual general meeting, 30 Jul 2026

2,43,003 shareholders on the register on 17 Jul 2026; present: 15 promoters and 27 others; votes counted by Jayavant Bhave / J. B. Bhave and Co..The company's voting result (opens in a new tab)

  1. Adoption of Accounts To receive, consider, approve, and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Auditors thereon.MoreLess
    Ordinary
    99.82% for0.19% against

    Against: promoters 0.00% · institutions 0.48% · other public 1.92%

    Turnout: all 79.12% · promoters 100.00% · institutions 93.40% · other public 0.26%

  2. Confirm payment of Interim Dividend and declare Final Dividend
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 1.74%

    Turnout: all 79.37% · promoters 100.00% · institutions 94.17% · other public 0.26%

  3. Re-appointment of H. V. Goenka (DIN: 00026726)
    Ordinary
    96.52% for3.48% against

    Against: promoters 0.00% · institutions 9.09% · other public 2.75%

    Turnout: all 79.37% · promoters 100.00% · institutions 94.17% · other public 0.26%

  4. Approval for Material Related Party Transactions with step down subsidiary - Zensar (South Africa) Pty Ltd for an aggregate value of INR 7,500 Million for the financial year 2026-27
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 2.29%

    Turnout: all 30.37% · promoters 0.00% · institutions 94.17% · other public 0.26%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 24 Jul 2025, 4 resolutions

2,15,550 shareholders on the register on 17 Jul 2025; present: 15 promoters and 42 others; votes counted by Jayavant Bhave / J. B. Bhave and Co..The company's voting result (opens in a new tab)

  1. To receive, consider, approve, and adopt: a) 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; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Auditors thereon.MoreLess
    Ordinary
    99.94% for0.06% against

    Against: promoters 0.00% · institutions 0.15% · other public 0.10%

    Turnout: all 81.56% · promoters 100.00% · institutions 94.20% · other public 4.69%

  2. Confirm payment of Interim Dividend and declare Final Dividend
    Ordinary
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.02% · other public 0.10%

    Turnout: all 81.93% · promoters 100.00% · institutions 95.27% · other public 4.70%

  3. Re-appointment of Anant Goenka (DIN: 02089850)
    Ordinary
    97.78% for2.22% against

    Against: promoters 0.00% · institutions 5.66% · other public 0.12%

    Turnout: all 81.92% · promoters 100.00% · institutions 95.27% · other public 4.69%

  4. Appointment of Secretarial Auditors of the Company
    Ordinary
    99.29% for0.71% against

    Against: promoters 0.00% · institutions 1.80% · other public 0.10%

    Turnout: all 81.92% · promoters 100.00% · institutions 95.27% · other public 4.69%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 24 Jul 2025, 4 resolutions

2,14,853 shareholders on the register on 20 Jun 2025; votes counted by Jayavant Bhave / J. B. Bhave and Co..The company's voting result (opens in a new tab)

  1. Approval of ‘Zensar - Employees Stock Option Scheme 2025’
    Special
    90.64% for9.36% against

    Against: promoters 0.00% · institutions 24.12% · other public 0.38%

    Turnout: all 82.58% · promoters 100.00% · institutions 91.27% · other public 9.57%

  2. Approval of grant of Employee Stock Options to the employees of unlisted subsidiary companies of the Company under ‘Zensar - Employees Stock Option Scheme 2025’
    Special
    90.64% for9.36% against

    Against: promoters 0.00% · institutions 24.12% · other public 0.42%

    Turnout: all 82.58% · promoters 100.00% · institutions 91.27% · other public 9.56%

  3. Approval of secondary acquisition of shares through Trust route for the implementation of ‘Zensar - Employees Stock Option Scheme 2025’
    Special
    90.92% for9.08% against

    Against: promoters 0.00% · institutions 23.40% · other public 0.39%

    Turnout: all 82.58% · promoters 100.00% · institutions 91.27% · other public 9.56%

  4. Provision of money by the Company for subscription and purchase of its own Shares by the Trust under ‘Zensar - Employees Stock Option Scheme 2025’
    Special
    90.92% for9.08% against

    Against: promoters 0.00% · institutions 23.40% · other public 0.38%

    Turnout: all 82.58% · promoters 100.00% · institutions 91.27% · other public 9.57%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 7 Jan 2025, 3 resolutions

2,14,450 shareholders on the register on 29 Nov 2024; votes counted by Sridhar Mudaliar / SVD and Associates.The company's voting result (opens in a new tab)

  1. Amendment to the terms of remuneration of Manish Tandon (DIN: 07559939), Chief Executive Officer and Managing Director (“CEO & MD”) to enable further grant of Performance Award Unit (“PAUs”/”ESOPs”) under the Employee Performance Award Unit Plan, 2016 (“EPAP 2016”/”ESOP PLAN”)MoreLess
    Ordinary
    98.85% for1.15% against

    Against: promoters 0.00% · institutions 2.94% · other public 0.43%

    Turnout: all 82.25% · promoters 100.00% · institutions 93.11% · other public 5.71%

  2. Increase in the limit of managerial remuneration payable to Manish Tandon, Chief Executive Officer and Managing Director (“CEO & MD”) of the Company, in excess of 5% of the net profits of the Company and consequential increase in overall maximum managerial remuneration limit from 11% to 18% of the net profits of the Company in any financial year(s) during his tenure as CEO & MDMoreLess
    Special
    99.84% for0.16% against

    Against: promoters 0.00% · institutions 0.39% · other public 0.47%

    Turnout: all 82.25% · promoters 100.00% · institutions 93.11% · other public 5.71%

  3. Amendment to Zensar Technologies Limited - Employee Performance Award Unit Plan, 2016 (“EPAP 2016”/”ESOP Plan”)
    Special
    85.52% for14.48% against

    Against: promoters 0.00% · institutions 36.96% · other public 0.36%

    Turnout: all 82.30% · promoters 100.00% · institutions 93.24% · other public 5.71%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 9 Aug 2024, 4 resolutions

Present: 15 promoters and 49 others.The company's voting result (opens in a new tab)

  1. a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon; andnb) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Auditors thereonMoreLess
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 81.01% · promoters 100.00% · institutions 89.43% · other public 6.38%

  2. Confirm payment of Interim Dividend and declare Final Dividend
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 81.71% · promoters 100.00% · institutions 91.46% · other public 6.38%

  3. Re - appointment of Harsh Vardhan Goenka (DIN: 00026726)
    Ordinary
    98.74% for1.26% against

    Against: promoters 0.00% · institutions 3.27% · other public 0.06%

    Turnout: all 81.50% · promoters 100.00% · institutions 90.85% · other public 6.38%

  4. Re-appointment of Radha Rajappa (DIN:08530439) as Non-Executive, Independent Director of the Company, not liable to retire by rotation.
    Special
    99.14% for0.86% against

    Against: promoters 0.00% · institutions 2.23% · other public 0.06%

    Turnout: all 81.71% · promoters 100.00% · institutions 91.46% · other public 6.38%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 10 Aug 2023, 3 resolutions

Present: 15 promoters and 45 others.The company's voting result (opens in a new tab)

  1. a)To consider, approve and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the reports of the Board of Directors and the Auditors thereon b) To consider, approve and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the reports of the Auditors thereon.MoreLess
    Ordinary
    99.95% for0.05% against

    Against: promoters 0.00% · institutions 0.13% · other public 0.03%

    Turnout: all 78.03% · promoters 100.00% · institutions 91.06% · other public 1.23%

  2. Confirm payment of Interim Dividend and declare Final Dividend.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.14%

    Turnout: all 78.48% · promoters 100.00% · institutions 92.48% · other public 1.23%

  3. Re-appointment of Anant Vardhan Goenka (DIN: 02089850) who retires by rotation, in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment.
    Ordinary
    90.11% for9.89% against

    Against: promoters 0.00% · institutions 26.73% · other public 0.23%

    Turnout: all 78.48% · promoters 100.00% · institutions 92.48% · other public 1.23%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 17 Mar 2023, 1 resolution

The company's voting result (opens in a new tab)

  1. Approval of appointment of Manish Tandon (DIN: 07559939) as Chief Executive Officer and Managing Director of the Company effective January 23, 2023, and underlying remuneration.
    Ordinary
    99.85% for0.15% against

    Against: promoters 0.00% · institutions 0.55% · other public 0.02%

    Turnout: all 70.86% · promoters 100.00% · institutions 85.38% · other public 6.61%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 22 Dec 2022, 2 resolutions

The company's voting result (opens in a new tab)

  1. Appointment of Pravin Udhyavara Bhadya Rao (DIN 06782450) as a Non-Executive, Independent Director of the Company, not liable to retire by rotation.
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.07%

    Turnout: all 71.62% · promoters 100.00% · institutions 87.57% · other public 11.91%

  2. Appointment of Anant Vardhan Goenka (DIN 02089850) as Interim Managing Director of the Company
    Ordinary
    97.26% for2.74% against

    Against: promoters 0.00% · institutions 10.32% · other public 0.07%

    Turnout: all 71.62% · promoters 100.00% · institutions 87.57% · other public 11.91%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it

Mutual fund votes, meeting of 30 Jul 2026, 9 fund houses so far (houses' deadline to file 15 Oct 2026)

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

  • Adoption of Accounts To receive, consider, approve, and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Auditors thereon.MoreLess
    9 for0 against
  • Confirm payment of Interim Dividend and declare Final Dividend
    9 for0 against
  • Re-appointment of H. V. Goenka (DIN: 00026726)
    Against Angel One Mutual Fund, Edelweiss Mutual Fund, Navi Mutual Fund
    • Angel One Mutual FundGovernance concern: significant disparity between the remuneration of the Promoter Non-Executive Directors and the Independent Directors. Independent Directors should be compensated through a fair remuneration framework that appropriately recognises their expertise, responsibilities, and contribution to the Board, rather than through nominal and fixed commission payments. Promoting and upholding fair remuneration practices forms an important part of the Board's governance responsibilities.Further, the Annual Report does not adequately disclose details relating to executive remuneration, despite the same being a material disclosure required under Schedule V of the SEBI LODR Regulations.Given Mr. H. V. Goenka's position as the Chairperson of the Board, this governance and transparency lapse also forms a basis for the concern identified with his directorship.
    • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. No concerns are identified regarding the profile, time commitments, or attendance of Mr. H. V. Goenka. Governance concern: Although no concern is identified with the quantum of remuneration paid to Mr. H. V. Goenka considering the size and performance of the Company, a governance concern arises from the significant disparity between the remuneration of the Promoter Non-Executive Directors and the Independent Directors. Independent Directors should be compensated through a fair remuneration framework that appropriately recognises their expertise, responsibilities, and contribution to the Board, rather than through nominal and fixed commission payments. Promoting and upholding fair remuneration practices forms an important part of the Board's governance responsibilities. Accordingly, governance concern is identified with the proposed re-appointment. Further, the Annual Report does not adequately disclose details relating to executive remuneration, despite the same being a material disclosure required under Schedule V of the SEBI LODR Regulations. Given Mr. H. V. Goenka's position as the Chairperson of the Board, this governance and transparency lapse also forms a basis for the concern identified with his directorship.
    5 for3 against
  • Approval for Material Related Party Transactions with step down subsidiary - Zensar (South Africa) Pty Ltd for an aggregate value of INR 7,500 Million for the financial year 2026-27
    9 for0 against
1 proposal not matched to one resolution
  • Reelect H. V. Goneka as Director
    1 for0 against

Mutual fund votes, meeting of 24 Jul 2025, 22 fund houses

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

  • To receive, consider, approve, and adopt: a) 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; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Auditors thereon.MoreLess
    Against Groww Mutual Fund, Navi Mutual Fund
    • Groww Mutual Fund, Navi Mutual FundCompliant with Accounting Standards. Governance concern: Unpaid undisputed statutory dues pending for more than 2 years and no justification for the same.
    20 for2 against
  • Approval of ‘Zensar - Employees Stock Option Scheme 2025’
    Against HDFC Mutual Fund
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price. We do not support the resolution.
    18 for1 against
  • Confirm payment of Interim Dividend and declare Final Dividend
    Against Groww Mutual Fund, Navi Mutual Fund
    • Groww Mutual Fund, Navi Mutual FundCompliant with law. Sufficient funds available for payment of proposed dividend. Governance Concern is raised in adoption of financial statements of the Company under resolution #1, dividend being appropriation post approval of accounts, cannot be paid if accounts are not voted FOR.
    20 for2 against
  • Approval of grant of Employee Stock Options to the employees of unlisted subsidiary companies of the Company under ‘Zensar - Employees Stock Option Scheme 2025’
    Against HDFC Mutual Fund
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price. We do not support the resolution.
    21 for1 against
  • Re-appointment of Anant Goenka (DIN: 02089850)
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund
    • Angel One Mutual FundGovernance concern: The Company’s remuneration practice appears highly skewed in favour of Promoter Non-Executive Directors and does not appear to be aligned with the performance of individual, as Mr. Anant Goenka was paid higher remuneration than all the Independent Directors were paid in aggregate during previous Financial Year.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance concern: The Company’s remuneration practice appears highly skewed in favour of Promoter NonExecutive Directors and does not appear to be aligned with the performance of individual, as Mr. Anant Goenka was paid higher remuneration than all the IDs were paid in aggregate during previous FY.
    16 for6 against
  • Approval of secondary acquisition of shares through Trust route for the implementation of ‘Zensar - Employees Stock Option Scheme 2025’
    Against HDFC Mutual Fund
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price. We do not support the resolution.
    21 for1 against
  • Appointment of Secretarial Auditors of the Company
    Against Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund
    • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. Transparency Concern: Remuneration of outgoing auditors not disclosed, thus material change, if any in previous auditors’ remuneration vs proposed auditors’ remuneration cannot be ascertained.
    19 for3 against
  • Provision of money by the Company for subscription and purchase of its own Shares by the Trust under ‘Zensar - Employees Stock Option Scheme 2025’
    Against HDFC Mutual Fund
    • HDFC Mutual FundESOPs are being granted at a significant discount to market price. We do not support the resolution.
    21 for1 against
2 proposals not matched to one resolution
  • 1) Approve Zensar - Employees Stock Option Scheme 2025 (ESOP 2025) under which upto 3,370,000 stock options will be granted.
    1 for0 against
  • Approve Zensar - Employees Stock Option Scheme 2025 (ESOP 2025) under which upto 3,370,000 stock options will be granted
    2 for0 against
6 earlier meetings

Mutual fund votes, meeting of 7 Jan 2025, 18 fund houses

  • Amendment to the terms of remuneration of Manish Tandon (DIN: 07559939), Chief Executive Officer and Managing Director (“CEO & MD”) to enable further grant of Performance Award Unit (“PAUs”/”ESOPs”) under the Employee Performance Award Unit Plan, 2016 (“EPAP 2016”/”ESOP PLAN”)MoreLess
    Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Kotak Mahindra Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundThe shareholders had approved the appointment and remuneration of Manish Tandon as CEO and MD for five years from 23 January 2023 through a Postal Ballot in March 2023 – he was granted 907,593 ESOPs as a part of his remuneration. The company proposes to grant additional 1,001,630 ESOPs (536,192 PSUs and 465,438 RSUs) out of the ESOP Pool available under the ESOP Plan. There will be no further grant of ESOPs/ issue of shares outside the ESOP Plan. The proposed remuneration at Rs. 460.6 mn is high in comparison to the size of the business (5.3% of FY24 PBT) and is not in line with peers. While the stock options are subject to performance-based vesting, the specific performance targets required for vesting remain unclear. The additional grant of ESOPs increases the overall remuneration by ~120%, compared to the previously approved terms. Given the high proposed remuneration levels and the lack of clarity on performance targets, we are unable to support the resolution. We had supported the appointment and remuneration of Manish Tandon in Postal Ballot dated 17 March 2023. Even though the proposed compensation levels were high for the size of the business, we believed that the company needed to stabilize the CEO position. We recognize that the company’s performance has improved under his leadership, with FY24 EBITDA improving by 58% over FY23 levels, with improvement in other non-financial metrics including lower employee attrition and higher utilization – nevertheless, at the relatively high compensation levels, we expect executives to demonstrate a longer time horizon of sustained performance before remuneration is further increased.
    • Kotak Mahindra Mutual FundWhile the stock options are subject to performance-based vesting, the specific performance targets required for vesting remain unclear. The additional grant of ESOPs increases the overall remuneration by ~120%, given that the ESOP exercise price is at the face value. Given the high proposed remuneration levels and the lack of clarity on performance targets, we are unable to support the resolution. Moreover, our view is linked to Resolution #3.
    15 for3 against
  • Increase in the limit of managerial remuneration payable to Manish Tandon, Chief Executive Officer and Managing Director (“CEO & MD”) of the Company, in excess of 5% of the net profits of the Company and consequential increase in overall maximum managerial remuneration limit from 11% to 18% of the net profits of the Company in any financial year(s) during his tenure as CEO & MDMoreLess
    Against Aditya Birla Sun Life Mutual Fund, Kotak Mahindra Mutual Fund
    • Aditya Birla Sun Life Mutual FundDue to exercise of ESOPs by Manish Tandon and the resulting perquisite value, his aggregate remuneration is likely to exceed the annual limit of 5% of net profits during his tenure (the limit of managerial remuneration permissible under the Companies Act, 2013). Given the increase in the share price, a higher perquisite value will be added to his remuneration, on exercise of options. The company is seeking shareholder approval to increase the limit of managerial remuneration payable to him in excess of 5% of the net profits for his remaining tenure. Consequently, the overall remuneration payable to all Directors, including the Managing Director, is likely to exceed the permissible limit of 11% of the net profits annually. Therefore, the company is seeking shareholder approval to increase the overall maximum managerial remuneration limit to 18% from 11% of the net profits. Our opinion on this resolution is linked to our decision on Resolution #1. We do not support the resolution.
    • Kotak Mahindra Mutual FundNo concern has been identified with the increase in the overall limit of maximum managerial remuneration as company has taken a special resolution for the same and has clarified that the resolution is not perpetual. However, the our view is linked to Resolution #1. Hence voting against.
    16 for2 against
  • Amendment to Zensar Technologies Limited - Employee Performance Award Unit Plan, 2016 (“EPAP 2016”/”ESOP Plan”)
    Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, UTI Mutual Fund
    • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundThe shareholders had approved the ESOP Plan through a Postal ballot on 22 March 2016. As per ESOP Plan, the vested options can be exercised only until two and half months from the end of the calendar year, in which the options are vested. The company proposes to amend the exercise period as mentioned in clause 7 (b) of the ESOP Plan from ‘two and half months from the end of the calendar year in which vesting happens’ to ‘five years from the end of the calendar year in which vesting happens’. Further, in case of resignation/termination of the employment (other than due to misconduct or breach of Company Policies/Terms of employment) or resignation/removal from Directorship (other than due to misconduct), the company proposes to amend the exercise period of all vested options from ‘before last working day with the Company.’ to ‘within a period of 3 (Three) months from the last working day with the Company’. Although the proposed amendments to the scheme are benign, we do not support the resolution since we do not support the scheme given its current contours. The exercise price is the face value of the equity shares (Rs. 2 per option). 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. Such practices do not align the interests of investors and employees. We also note that 95% of institutional investors had voted against the resolution to approve the 2016 ESOP scheme when it was presented to shareholders via the March 2016 postal ballot.
    • Bandhan Mutual Fund, Groww Mutual FundNo concern with regard to proposed modification per-se, however, concern identified with regard to underlying schemes to which modification proposed. Original Scheme Non-Compliant with SEBI SBEB Regulations: Inadequate disclosure regarding the exercise price in the scheme to which modification is proposed.
    • Kotak Mahindra Mutual FundThe Company in the Explanatory Statement has stated that, The Exercise Price shall be equal to face value of shares i.e. Rs. 10.00 per equity shares. We do not support schemes where ESOPs are significantly discounted to the market price. Such practices do not align the interests of investors and employees. Hence voting against.
    • Nippon India Mutual FundInadequate Disclosure
    • Tata Mutual FundNo concern with regard to proposed modification per-se. The shareholders had approved the ESOP Plan through a Postal ballot on 22 March 2016. As per ESOP Plan, the vested options can be exercised only until two and half months from the end of the calendar year, in which the options are vested. The company proposes to amend the exercise period as mentioned in clause 7 (b) of the ESOP Plan from ‘two and half months from the end of the calendar year in which vesting happens’ to ‘five years from the end of the calendar year in which vesting happens’. Although the proposed amendments to the scheme are benign, we do not support the resolution since we do not support the scheme given its current contours. The exercise price is the face value of the equity shares (Rs. 2 per option vs CMP of ~Rs. 760) which is at a significant discount in our view.
    • UTI Mutual FundThe ESOPs are at face value, without sufficient disclosure on performance criteria in the ESOP scheme. We also note that 95% of institutional investors had voted against the resolution to approve the 2016 ESOP scheme when it was presented to shareholders via the March 2016 postal ballot. Hence we do not support the resolution.
    10 for8 against

Mutual fund votes, meeting of 9 Aug 2024, 19 fund houses

  • a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon; andnb) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Auditors thereonMoreLess
    19 for0 against
  • Confirm payment of Interim Dividend and declare Final Dividend
    19 for0 against
  • Re - appointment of Harsh Vardhan Goenka (DIN: 00026726)
    Against Groww Mutual Fund
    • Groww Mutual FundCompliant with law. Governance concern: Skewed remuneration practice.
    18 for1 against
  • Re-appointment of Radha Rajappa (DIN:08530439) as Non-Executive, Independent Director of the Company, not liable to retire by rotation.
    Against Groww Mutual Fund, Motilal Oswal Mutual Fund
    • Groww Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID.
    • Motilal Oswal Mutual FundNon-Compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID
    17 for2 against

Mutual fund votes, meeting of 10 Aug 2023, 10 fund houses

  • a)To consider, approve and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the reports of the Board of Directors and the Auditors thereon b) To consider, approve and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the reports of the Auditors thereon.MoreLess
    10 for0 against
  • Confirm payment of Interim Dividend and declare Final Dividend.
    10 for0 against
  • Re-appointment of Anant Vardhan Goenka (DIN: 02089850) who retires by rotation, in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment.
    Against HSBC Mutual Fund, Motilal Oswal Mutual Fund
    • HSBC Mutual FundWe have concerns about insufficient independence on the Remuneration and Nomination committees.
    • Motilal Oswal Mutual FundCompliant with law. Governance concern: Skewed remuneration practice, Mr. Anant Goenka is a member of NRC, thus raising concern over his re-appointment.
    8 for2 against

Mutual fund votes, meeting of 17 Mar 2023, 10 fund houses

  • Approval of appointment of Manish Tandon (DIN: 07559939) as Chief Executive Officer and Managing Director of the Company effective January 23, 2023, and underlying remuneration.
    10 for0 against

Mutual fund votes, meeting of 16 Feb 2023, 1 fund house

  • Approval of appointment of Manish Tandon (DIN: 07559939) as Chief Executive Officer and Managing Director of the Company effective January 23, 2023, and underlying remuneration.
    1 for0 against

Mutual fund votes, meeting of 22 Dec 2022, 8 fund houses

  • Appointment of Pravin Udhyavara Bhadya Rao (DIN 06782450) as a Non-Executive, Independent Director of the Company, not liable to retire by rotation.
    8 for0 against
  • Appointment of Anant Vardhan Goenka (DIN 02089850) as Interim Managing Director of the Company
    Against Axis Mutual Fund
    • Axis Mutual FundThere is lack of meaningful background in the Information Technology industry, which has no synergies with the auto-ancillary business.
    7 for1 against

Each fund house counted once, from its own disclosure; the reasons are its own words.

Investor complaints and compliance

Quarter by quarter.

Investor complaints received and resolved, the company's own count

  • Received
  • Resolved

Open at the quarter's end

None open at any quarter's end.
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.