Triveni Turbine MD, chairman and AGM

• To consider and adopt (a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 and reports of Board of Directors and Auditors thereon; and (b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 and the report of Auditors thereonMoreLess

  26 for0 against
• To confirm the payment of Interim Dividend of INR. 2 per equity share for the FY 25 and to declare a Final Dividend on Equity Shares for the FY 25.

  26 for0 against
• To appoint Mr. Tarun Sawhney (DIN: 00382878), who retires by rotation and being eligible, offers himself for re-appointment as a Director.

  26 for0 against
• To ratify the remuneration of M/s. J.H. & Associates, Cost Auditors for conducting cost audit for the FY 26.

  26 for0 against
• To approve the payment of commission to the Non- executive Directors for a period of five years.

  26 for0 against
• To consider and approve the continuation of Mr. Vijay Kumar Thadani (DIN: 00042527) as Independent Director of the company who shall attain the age of 75 years

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundGovernance Concern: Holding 2 full-time positions
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Holding 2 full-time positions

  18 for8 against
• To approve the appointment of M/s. Sanjay Grover & Associates as Secretarial Auditors of the Company for a period of 5 consecutive years

  26 for0 against

• To consider and adopt (a) Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024 and reports of Board of Directors and Auditors thereon; and (b) Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 and the report of Auditors thereon.MoreLess

  20 for0 against
• To confirm the payment of Interim Dividend of Rs. 1.30 per equity share and a Special Dividend of Rs. 1.00 per equity share for the financial year 2023-24 and to declare a Final Dividend on Equity Shares for the financial year 2023-24.MoreLess

  20 for0 against
• To appoint Mr. Pulak Chandan Prasad (DIN: 00003557), who retires by rotation and being eligible, offers himself for re-appointment as a Director.

  20 for0 against
• To ratify the remuneration of M/s. J.H. & Associates, Cost Auditors for conducting cost audit for the financial year 2024-25.

  20 for0 against

• Appointment of Mrs. Sonu Halan Bhasin (DIN: 02872234) as an Independent Director on the Board of Directors of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on merit of proposed appointee. Governance Concern: Excessive time commitment. Holding 7 listed directorships & 1 full-time position.

  16 for3 against
• Appointment of Mrs. Amrita Gangotra (DIN: 08333492) as an Independent Director on the Board of Directors of the Company

  19 for0 against
• Re-appointment of Mr. Dhruv M. Sawhney (DIN : 00102999) as Managing Director of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundAs part of the resolution, the company has proposed that in case of no/inadequate profits, the company will pay compensation (salary, perquisities and other allowanecs) to Mr. Dhruv M. Sawhney, which could be over and above the limits specified in Table (A) Section II of Part II of Schedule V to the Act and Regulation 17(6)(e) of the Listing Regulations. Further, the company has also proposed that the shareholders authorise the Board to revise, amend and alter the terms and conditions of re-appointment and remuneration of Mr. Dhruv M. Sawhney, in accordance with the applicable regulations, without any further reference to the shareholders in general meeting. As the resolution is open ended, we do not support the same.
  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on merit of proposed appointee. Governance concern: Dual position of Executive Chairman & MD, holding 2 full time positions. No absolute cap on proposed remuneration.
  • Bank of India Mutual Fund, DSP Mutual FundDhruv M. Sawhney, 79, is the Promoter, Chairperson and Managing Director of Triveni Turbines Limited. He also serves as Chairperson and Managing Director of Triveni Engineering & Industries Ltd. (promoter controlled listed entity), where he is entitled to a remuneration of Rs. 70.0 mn. However, he has not been paid remuneration from here in the past five years.He draws AED 1.8 mn per annum (~Rs. 40.8 mn) as basic salary from the step-down subsidiary, Triveni Turbines DMCC, Dubai (TTDMCC). If he ceases to be in employment of TTDMCC, he will be entitled to draw remuneration from the company, estimated at ~Rs. 107.2 mn to Rs. 127.2 mn annually. His proposed remuneration is high for the size of business and not in line with peers. Further, along with Nikhil Sawhney and Tarun Sawhney, the total family remuneration will aggregate to ~Rs. 193.2 – 213.2 mn, which represents ~5.5 – 6.2% of consolidated pre-tax profits. The company has not indicated when he will cease to receive remuneration from TTDMCC; whether he will continue to draw salary from the parent and the subsidiary. His remuneration structure is open-ended: he will be entitled to a commission not exceeding 2% of profits, which has not been capped in absolute terms. Thus, we do not support the resolution.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundDhruv M. Sawhney is the Managing Director and Chairman of the company. However, he is drawing remuneration from a foreign step-down subsidiary and the remuneration details from the entity have not been provided. As a result, shareholders will not get an opportunity to review the remuneration received from the subsidiary.The nominee is liable to receive commission of 2.00% of the Net Profit. The company should have assigned an absolute cap on the commission element. Moreover, in the absence of any objective metric it can lead to discretionary payout.
  • Invesco Mutual Fund, Sundaram Mutual FundDhruv M. Sawhney, 79, is the Promoter, Chairperson and Managing Director of Triveni Turbines Limited. He also serves as Chairperson and Managing Director of Triveni Engineering & Industries Ltd. (promoter controlled listed entity), where he is entitled to a remuneration of Rs. 70.0 mn. However, he has not been paid remuneration from here in the past five years. He draws AED 1.8 mn per annum (~Rs. 40.8 mn) as basic salary from the step-down subsidiary, Triveni Turbines DMCC, Dubai (TTDMCC). If he ceases to be in employment of TTDMCC, he will be entitled to draw remuneration from the company, estimated at ~Rs. 107.2 mn to Rs. 127.2 mn annually. His proposed remuneration is high for the size of business and not in line with peers. Further, along with Nikhil Sawhney and Tarun Sawhney, the total family remuneration will aggregate to ~Rs. 193.2 – 213.2 mn, which represents ~5.5 – 6.2% of consolidated pre-tax profits. The company has not indicated when he will cease to receive remuneration from TTDMCC; whether he will continue to draw salary from the parent and the subsidiary. His remuneration structure is open-ended: he will be entitled to a commission not exceeding 2% of profits, which has not been capped in absolute terms. Thus, we do not support the resolution.
  • Mirae Asset Mutual FundRemuneration not within Company's Act
  • Nippon India Mutual FundHolding two full time positions & no absolute cap on Variable pay

  7 for12 against

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

• Triveni Turbine Ltd - Employee Stock Unit Plan, 2023.

  ›Against HDFC Mutual Fund, HSBC Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundThe scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date.There is no disclosure on the performance targets for vesting / vesting at different levels of performance.

  11 for2 against
• Grant of employee stock units to the eligible employees of subsidiary company(ies) of the Company under Triveni Turbine Ltd - Employee Stock Unit Plan, 2023.

  ›Against HDFC Mutual Fund, HSBC Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • HSBC Mutual FundThe scheme permits stock options to be issued with an exercise price at a discount to the market price, as on grant date.There is no disclosure on the performance targets for vesting / vesting at different levels of performance.

  11 for2 against
• Re-appointment of Ms Homai A. Daruwalla (DIN: 00365880) as an Independent Director of the Company not liable to retire by rotation for a second term of five consecutive years with effect from 1st November, 2023 to 31st October, 2028.MoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundMs. Homai A Daruwalla, 74, is former Chairperson and MD of Central Bank of India. She is presently serving as an Executive Advisor/Consultant in the financial sector. She has been on the board of this company since 1 November 2018. She attended all six board meetings held in FY23. We note that she has also been on the board of Triveni Engineering & Industries Ltd, a promoter group company, since 7 November 2013 which brings her overall association with the promoter group to nearly ten years. We believe that the length of tenure is inversely proportionate to the independence of a director. Her overall tenure with the group will exceed ten years in November 2023. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – therefore, her continuation as Independent Director also requires shareholder ratification. We do not consider age to be a criterion for board appointments. However, we do not support her reappointment and continuation due to her extended association with the promoter group.
  • Invesco Mutual FundMs. Homai A Daruwalla, 74, is former Chairperson and MD of Central Bank of India. She is presently serving as an Executive Advisor/Consultant in the financial sector. She has been on the board of this company since 1 November 2018. She attended all six board meetings held in FY23. We note that she has also been on the board of Triveni Engineering & Industries Ltd, a promoter group company, since 7 November 2013 which brings her overall association with the promoter group to nearly ten years. We believe that the length of tenure is inversely proportionate to the independence of a director. Her overall tenure with the group will exceed ten years in November 2023. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution – therefore, her continuation as Independent Director also requires shareholder ratification. We do not consider age to be a criterion for board appointments. However, we do not support her reappointment and continuation due to her extended association with the promoter group
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed term will result in prolonged association; Chairperson of AC and NRC.
  • Nippon India Mutual FundProlonged Association
  • SBI Mutual FundMs. Homai A Daruwalla, 74, is former Chairperson and MD of Central Bank of India. She is presently serving as an Executive Advisor/Consultant in the financial sector. She has been on the board of this company since 1 November 2018. She attended all six board meetings held in FY23. We note that she has also been on the board of Triveni Engineering & Industries Ltd, a promoter group company, since 7 November 2013 which brings her overall association with the promoter group to nearly ten years. We believe that the length of tenure is inversely proportionate to the independence of a director. Her overall tenure with the group will exceed ten years in November 2023. We do not support her reappointment and continuation due to her extended association with the promoter group.

  6 for8 against
• Re-appointment of Dr. Anil Kakodkar (DIN: 03057596) as an Independent Director of the Company not liable to retire by rotation for a second term of five consecutive years with effect from 1st November, 2023 to 31st October, 2028.MoreLess

  14 for0 against

• Adoption of Audited Financial Statements, ( including Audited Consolidated Financial Statements) of the Company for the financial year ended 31st March, 2023 together with Reports of the Directors and Auditors' thereon.MoreLess

  13 for0 against
• Re-appointment of Mr. Dhruv M. Sawhney (DIN: 00102999) as a Director, who retires by rotation.

  ›Against PGIM India Mutual Fund

  • PGIM India Mutual FundCompliant with law. No concern on merit of proposed appointee. Governance concern: Executive Chairman & MD, holding 2 full time positions in companies not in Holding Subsidiary relation.

  12 for1 against
• Re-appointment of Mr Tarun Sawhney (DIN: 00382878) as a Director, who retires by rotation

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Holds position of both Chairman and Managing director and holds two full time position

  12 for1 against
• Ratification of payment of remuneration to the Cost Auditors, M/s J H & Associates, Cost Accountants (FRN:00279) for the financial year 2023-24

  13 for0 against

• Buyback of equity shares of the Company up to 54,28,571 equity shares of Re 1/- each at a price of Rs.350/- per share for an aggregate amount not exceeding Rs. 190 crores through tender offer route on proportionate basis in accordance with SEBI (Buyback of Securities) Regulations, 2018 and Companies Act, 2013.MoreLess

  6 for0 against

  1 abstained