investor corporate governance

Board of Directors

The Company’s Board comprises of a Non-Executive Chairman, who is one of the individual Promoters, and a Managing Director, both of them being our individual promoters, a Non-Executive Non-Independent Director and three Independent Directors.
The members of the Board are:

Mr. Mohib N. Khericha

Chairman & Non-Executive Director

Non-Executive Chairman of the Company since July 5, 2001. He is a Chartered Accountant with over four decades experience in capital structuring, restructuring, financial management and loan syndication. He is on the Board of various Public Limited and Private Limited Companies as an Independent Director. He ventured into merchant banking in the year 1994 and currently is the Managing Director of Chartered Capital And Investment Limited, a listed company providing Investment Banking Services.

Mr. Nikhil Kumar

Managing Director

Managing Director of the Company with effect from October 1, 2012 responsible for overall management of the Company’s operations, strategic planning, technology alliances and sales and marketing. He was the Joint Managing Director of the Company from October 1, 2001 to September 30, 2012. He is an Engineer from the Karnataka Regional Engineering College, Suratkal. He attended the General Management program in Harvard Business School in 1997. He has over 2 decades of work experience in the business of manufacturing electrical rotating machines. He worked in Kirloskar Electric Company from 1990 to 2000 as a General Manager in charge of their Bangalore factory.

Ms. S. Prabhamani

Non – Independent Director

Ms. S. Prabhamani is one of the founder members of the Company. She joined core leadership team of TDPS as head of Engineering in 2001 with a Master’s degree in Engineering from IIT & has laid a strong foundation of Design capability including a strong team of Designers, robust design processes & systems, critical design analytics & deploying top of the line Design software applications. She has built and prepared a strong team of Designers. With 3 decades of experience including over two decades with the Company, she was the Chief Operating Officer of the Company from November 1, 2018 to March 31, 2022. Her experience and expertise in Rotating electrical machines are of tremendous value.

Ms. Prathibha Sastry

Independent Director

Entrepreneurship and entertainment have been the key themes in her work life. In a career spanning over 16 years, she has launched a film magazine, hosted a film-based radio talk show and co-founded a mobile app based on the Indian entertainment industry. She was heading the Operations at Microsoft Ventures in India for almost 3 years and considers her time extremely rewarding. A pioneer in creating travel with a purpose within the Startup ecosystem, she has launched DigitalDesh for a Hyderabad based startup. It saw her lead a team of four, on a journey by road, along the length of India, covering 24 cities and towns in a period of 30 days. This allowed her to know more about the burgeoning innovation and startup ecosystem and bring out a report on the same and contribute to a Coffeetable Book Currently, she is involved in building the “Hardware Innovation Ecosystem” in India through the platform InnoNation (an iSPIRT initiative) which she leads. She is an Advisor at emPower program for Zone Startups which is a Canadian government initiative. She created and led #InnovationYatra, which saw her travel across India from Bengaluru to Delhi by road, covering 17/18 days. She discovered/met 35 hardware startups along the route. This travel saw her go into interiors like Shedbal, Ichalkaranji, Karad. She has been the recipient of the British Council’s Young Creative Entrepreneur- India 2008-09 and has represented the country at the International Young Creative Entrepreneurs Program held in London in October, 2008. She has written for newspapers like Bangalore Mirror and others. She has been a contributing author on books like Indian Cinema and Women Entrepreneurs.

Mr. Nithin Bagamane

Independent Director

Independent Director of the Company since January 13, 2011. He holds a Bachelor degree in Arts from the St. Joseph College of Arts and Science, Bangalore. He has over 22 years of work experience in business and industry. He is associated with manufacture and export of granite products as well as real estate and construction activities for the past twenty years. Currently, he manages a Special Economic Zone for IT activity in Bangalore.

Mr. Ravi Kanth Mantha

Independent Director

Independent Director of the Company since August 12, 2014. An author, social entrepreneur, angel investor and corporate adviser, he is developing an affordable housing community, is an investor in an affordable school project, as well as a project employing disabled youth in a commercial venture. He also serves on the advisory board of the Action for India forum. He is Chairman and President of TiE Singapore chapter and a trustee of TiE global, a global network of entrepreneurs. For ten years from 2001-2011, he was a portfolio manager at Fidelity Investments in Boston and London, where he co- managed the $35 billion Select global equity portfolios. He earned a B.A in liberal arts from the University of Puget Sound in Washington State. He is a Chartered Financial Analyst (CFA). Mr. Ravi is also a best-selling author of non-fiction. He is also a motivational speaker, and he has spoken at several TEDx events around the world as well as at corporate events.

Board Committees

In keeping with the requirements of the Companies Act, 2013 and corporate governance requirements contained in the SEBI Listing Regulations, Committees of the Board have been constituted as follows:

The Audit Committee of the Board is constituted in terms of Section 177 of the Companies Act, 2013 and Rules made there under and Regulation 18 of SEBI (LODR) Regulations, 2015 comprising of the following Directors as members:

Mr. Nitin Bagamane – Chairman
Mr. Mohib N. Khericha – Member
Mr. Ravi Kanth Mantha – Member
Ms. Prathibha Sastry – Member

Nomination & Remuneration Committee of the Board is constituted in terms of Section 178 (1) of the Companies Act, 2013 and Rules there under and Regulation 19 of SEBI (LODR) Regulations, 2015 comprising of the following Directors as members:

Mr. Nithin Bagamane – Chairman
Mr. Mohib N. Khericha – Member
Ms. Prathibha Sastry – Member

The Stakeholders Relationship Committee of the Board is constituted in terms of Section 178 (5) of the Companies Act, 2013 and Rules there under and Regulation 20 of SEBI (LODR) Regulations, 2015 comprising of the following Directors as members:

Mr. Mohib N. Khericha – Chairman
Ms. Prathibha Sastry – Member
Mr. Nithin Bagamane – Member

The CSR Committee of the Board is constituted in terms of Section 135 of the Companies Act, 2013 and Rules thereunder, comprising of the following Directors as members:

Mr. Ravi Kanth Mantha – Chairman
Mr. Nikhil Kumar – Member
Ms. S Prabhamani – Member
Ms. Prathibha Sastry – Member

The Risk Management Committee of the Board is constituted in terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 comprising following Directors as members

Mr. Nithin Bagamane – Chairman
Mr. Mohib N. Khericha – Member
Mr. Nikhil Kumar – Member
Mr. Ravi Kanth Mantha – Member
Ms. M N Varalakshmi – Member

Management Team

Ramakrishna Varna

COO

A founder member, with 30 years of experience. A Mechanical Engineer and an MBA, joined TDPS leadership team as a Senior Engineer in 2001. A key member of a small core team that set up our green field manufacturing plant & is credited with establishing Standard Operating Procedures (SOPs), vigorously training technicians and successfully manufacturing the first few Generators that laid the foundation. Has extensive exposure and knowledge of the complete value chain in Generators manufacturing, facility-creation, automation and an expert solution-provider on operational issues. Set up our larger & modern second manufacturing unit in 2011 & since 2017, has transformed our manufacturing facility by replacing conventional machinery with precision Robotics & need-based automation of selected processes.

M N Varalakshmi

CFO

Part of founder-member team since inception of the company. Comes with a professional qualification in Cost & Works accounting (ICWA) & overall 28 years of rich experience in Finance function of Engineering-manufacturing company, 20 of which at TDPS. Seasoned by learnings from managing finances of the company and funding its growth story for over 20 years through its highs, lows, struggles and triumphs ,a grueling IPO exercise to fund the expansion, driving drastic cost-cutting measures across the organization & ERP expansion and improvements she leads the finance function.

Vishwanath Hangari

Head, Engineering

With a Master’s degree in Engineering & 33 years of experience, 8 of which in TDPS, heads the Engineering function. Has a rich, varied, hands-on and leadership experience in Design, Analytics, Quality & Manufacturing aspects of LV, HV Motors & Generators across entire range of ratings, speeds, constructions and applications due to foundational stint as Design, Quality & Testing engineer of Rotating Machines, followed by 5-years of managing R&D – supporting product launches from concept to prototype testing to implementation, 13 years at world renowned OEMS ’Design / Technology center in lead/consulting position.

Vinay Hegde

Head, Sales & Marketing

A founder member of TDPS, with 28 years of rich experience in Sales & Marketing. Joined the small core team of TDPS in 2001 as Engineer, Sales – An Electrical Engineer with 7 years of foundation experience with CG Newage. Has successfully acquired major OEMs in India and overseas one after the other, consistently delivering on core expectations of Quality, Delivery, customer retention & relationship for long term. Developed Marketing team capability to successfully widen the Customer base for sustained growth

Bharat Rajwani

Company Secretary

Mr. Bharat Rajwani, is an Associate Member of the Institute of Company Secretaries of India and Law graduate from Karnataka State Law University, Bangalore. He also holds a Graduate degree in Commerce from OnkarmalSomani College, Jodhpur (Rajasthan). He has been working with the Company as deputy to the outgoing CS and experience in handling the Company Secretarial matters, SEBI Compliances and RBI related matters.

Policy/Documents

Policy	View / Download
Document Retention & Archival Policy
Board Diversity Policy
Policy on Material Subsidiary
Policy on Material Related Party Transaction
Whistle Blower Policy
Nomination & Remuneration Policy
Policy for Determining Materiality
CSR Policy
Code of Business Conduct
Familiarization Programme
Dividend Distribution Policy
Prospectus
Investors Services
Share Nomination Forms
Appointment of Independent Directors

General Meetings

Financial Year	Notice	Annual Report
2023
2022
2021
2020
2019
2018
2017

Description	View / Download
Transcript of 24th Annual General Meeting of the Company.
E-Voting Result & Scrutinizer Report of 24th Annual General Meeting
Transcript of 21st Annual General Meeting of the Company
21st AGM September 25, 2020 Voting Results and Scrutinizer Report
Voting Results and Scrutinizer Reports of AGM 2019
Results of Voting (e voting and Poll) in respect of subjects transacted at the 18th AGM held on September 27, 2017
Results of Voting (e voting and Poll) in respect of subjects transacted at the 17th AGM held on Thursday, September 22, 2016
Results of Voting (e voting and Poll) in respect of subjects transacted at the 16th AGM held on Wednesday, September 23, 2015
Results of Voting (e voting and Poll) in respect of subjects transacted at the 15th AGM held on Tuesday, August 12, 2014

Corporate Action

Financial Year Ended	Nature of Dividend	Face Value	Equity Share Capital	Rate (%)
31-Mar-22	Final	10	31,103,498	35
31-Mar-21	Final	10	30,933,414	25
31-Mar-20	Final	10	30,933,414	7.5
31-Mar-20	Interim	10	30,933,414	15
31-Mar-19	Final	10	31,009,223	20
31-Mar-18	Final	10	33,237,588	18
31-Mar-17	Final	10	33,237,588	18
31-Mar-16	Final	10	33,237,588	30.5
31-Mar-15	Final	10	33,237,588	26.45
31-Mar-14	Final	10	33,237,588	23
31-Mar-13	Final	10	33,237,588	20
31-Mar-12	Final	10	33,237,588	20
31-Mar-11	Final	10	24,370,401	20
31-Mar-10	Final	10	6,343,567	50
31-Mar-09	Final	10	6,343,567	50
31-Mar-08	Final	10	6,343,567	25

ESOP Annexure – Annual Report 2022
ESOP Annexure – Annual Report 2021
ESOP Annexure – Annual Report

Particulars	Date
Board Resolution filed with Stock Exchange	September 28, 2018
Public Announcement	September 28, 2018
Daily Buyback Report	-

Daily Buy-Back Report

Wednesday, October 10, 2018
Thursday, October 11, 2018
Friday, October 12, 2018
Monday, October 15, 2018
Tuesday, October 16, 2018
Wednesday, October 17, 2018
Friday, October 19, 2018
Monday, October 22, 2018
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Wednesday, October 24, 2018
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Monday, April 1, 2019
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Wednesday, April 3, 2019
Thursday, April 4, 2019
Friday, April 5, 2019
Intimation for Closure of Buyback

Independent Directors Familiarisation

Financial Year	Name	View / Download
2022-23	Familiarisation Imparted to Independent Directors
2021-22	Familiarisation Imparted to Independent Directors
2020-21	Familiarisation Imparted to Independent Directors
2019-20	Familiarisation Imparted to Independent Directors
2018-19	Familiarisation Imparted to Independent Directors
2017-18	Familiarisation Imparted to Independent Directors

Postal Ballot

Title	Description	View / Download
Results	TD Power Systems Limited postal ballot Results-2012
Notice	TD Power Systems Limited postal ballot notice-2012
Postal Ballot Form	TD Power Systems Limited postal ballot form
Instructions	TD Power Systems Limited postal ballot Instruction