Ganesha Ecosphere CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 4 Dec 2024, 9 fund houses

• Approval to appoint Shri Jagat Jit Singh (DIN: 10765423), as an Independent Director of the Company.

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Helios Mutual Fund, Mirae Asset Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundJagat Jit Singh, 60, is the founder of GameChangerz, a management consultancy firm, as per public sources. He has completed his postgraduate degree in management from IIM, Ahmedabad. He has over 37 years of experience in the areas of sales and marketing across industries such as consumer goods, telecom and broadband, durables, automobiles, fashion and financial services. His skills include management consulting, strategy, international business, customer experience, product management, business development, sales training, mentoring entrepreneurs and senior management teams. Public sources indicate that he has mentored and led business activities for the new PET recycling division at Ganesha Ecosphere. The company has clarified that Jagat Jit Singh had acted as an Independent Expert providing consultancy to VALMORE, a consulting firm engaged by the company's subsidiary for developing business with respect to PET recycling division. Since he has provided consultancy to Ganesha Ecosphere’s subsidiary via another firm, we believe there is an indirect business relationship which could create a conflict of interest. Thus, we do not support his appointment as an Independent Director.
  • Helios Mutual Fund, PGIM India Mutual FundNo concern on the merits of the proposed appointees. The appointment is non-compliant with Companies Act, 2013 and SEBI LODR 2015: Directorship ceased on 10th September 2024 as the appointment was valid only till the date of the said AGM.
  • Mirae Asset Mutual FundWe do not support his appointment as an Independent Director due to his prior business dealings with the company.

  4 for5 against
• Approval to appoint Shri Akshay Kumar Gupta (DIN: 00004908), as an Independent Director of the Company.

  ›Against Helios Mutual Fund, PGIM India Mutual Fund

  • Helios Mutual Fund, PGIM India Mutual FundNo concern on the merits of the proposed appointees. The appointment is non-compliant with Companies Act, 2013 and SEBI LODR 2015: Directorship ceased on 10th September 2024 as the appointment was valid only till the date of the said AGM.

  7 for2 against
• Approval to amend the Ganesha Ecosphere Employees’ Stock Option Scheme 2021.

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Helios Mutual Fund, Mirae Asset Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundThe overall dilution of the scheme for 1,091,469 options is ~4.76% on the expanded capital base as of 31 March 2020. It is not clear if the vesting is time based, or performance based. As per the notice, the exercise price of the options will be the average cost of acquisition of the shares by the trust or the market price, the NRC has the discretion to allow a discount to the market price. The company has clarified that in the past the company has issued stock options at the average cost of acquisition of equity shares by the Ganesha Employees' Welfare Trust through secondary acquisition. However, this was at a discount of 46.3% to the market price at the time of grant (refer exhibit 6). We do not favour schemes where the exercise price is at a significant discount (>20%) to the market price as on the date of grant. 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 market price. If the stock options are granted at a significant discount to the market price on the date of grant, there is no alignment between the interests of investors and those of employees. We believe as good practice companies should grant stock options at market price as on the date of grant, or the options should have a performance-based vesting with clearly defined performance metrics.
  • Helios Mutual FundNon-Compliance with SEBI SBEB & SE Regulations: Disclosures not in line with SEBI Regulation’s requirement, Exercise price/ formula adequately not disclosed & Board’s discretion to determine discount on exercise price
  • Mirae Asset Mutual FundWe do not favour ESOP schemes where the exercise price is at a significant discount to the market price.
  • PGIM India Mutual FundNon-Compliance with SEBI SBEB & SE Regulations: Disclosures not in line with SEBI Regulation s requirement, Exercise price/ formula adequately not disclosed & Board s discretion to determine discount on exercise price

  4 for5 against
• Approval to extend the benefit of amendments in Ganesha Ecosphere Employees’ Stock Option Scheme 2021 to the Employees of Subsidiary Company(ies) (in India or outside India) of the Company.

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Helios Mutual Fund, Mirae Asset Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundThrough resolution #4, the company proposes to extend the ESOP Scheme 2021 to the employees of its subsidiary companies in India or outside India. While we support the extension of stock options to employees of unlisted subsidiaries, our view on this resolution is linked to our view on resolution #3.
  • Helios Mutual FundNon-Compliance with SEBI SBEB & SE Regulations: Disclosures not in line with SEBI Regulation’s requirement, Exercise price/ formula adequately not disclosed & Board’s discretion to determine discount on exercise price
  • Mirae Asset Mutual FundWe do not favour ESOP schemes where the exercise price is at a significant discount to the market price.
  • PGIM India Mutual FundNon-Compliance with SEBI SBEB & SE Regulations: Disclosures not in line with SEBI Regulation s requirement, Exercise price/ formula adequately not disclosed & Board s discretion to determine discount on exercise price

  4 for5 against

Mutual fund votes, meeting of 10 Sep 2024, 7 fund houses

• Adoption of Audited Standalone Financial Statements for the year ended March 31, 2024.Adoption of Audited Consolidated Financial Statements for the year ended March 31, 2024.

  ›Against Helios Mutual Fund

  • Helios Mutual FundUnqualified Financial Statements (except certain non-material remarks identified in CARO report). Non-Compliant with Companies Act, 2013 and SEBI LODR Regulations: Non-disclosure of financial statements of few Subsidiaries on website.

  6 for1 against
• Declaration of Dividend on Equity Shares for the year ended March 31, 2024.

  7 for0 against
• Re-appointment of Shri Rajesh Sharma (DIN: 02228607) as Director who retires by rotation.

  ›Against Helios Mutual Fund

  • Helios Mutual FundCompliant with law. No concern on merit of Director. Governance & Transparency concern: No clarity about appointment of new Independent Directors on board in place of existing IDs to avoid non-compliance w.r.t. requisite number of Independent Directors.

  6 for1 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Yarn’, for the financial year ending March 31, 2025.

  7 for0 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Recycled Polyester Staple Fibre’, for the financial year ending March 31, 2025.

  7 for0 against
• Re-appointment of Dr. Shobha Chaturvedi (DIN: 08553800) as an Independent Director of the Company

  ›Against Helios Mutual Fund

  • Helios Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Proposed re-appointment for five years would lead to total tenure of more than 10 years for ID.

  6 for1 against
• Approval for undertaking material related party transactions with GESL Spinners Private Limited.

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundGSPL was incorporated in September 2022 for the purpose of setting up yarn spinning unit with 34,368 spindles at Village Temra, Tehsil Bilaspur, Distt. Rampur (U.P.). It is an entity under the common control of promoters of Ganesha Ecosphere Ltd. Vishnu Dutt Khandelwal and Rajesh Sharma, promoters of Ganesha Ecosphere Ltd hold directorship in GSPL and along with other promoter directors and their relatives hold 79.84% stake in GSPL. The proposed transactions will include sale of fibre, purchase of yarn and rendering and or availing of job work services or business auxiliary services on rental basis. The transactions will be at arm’s length and in ordinary course of business and will be continuous in nature. As per GSPL’s credit rating report, operations at the unit have commenced from December 2023. The approval sought is for FY26. The transactions will aggregate to 26.72% of the company’s consolidated FY24 turnover. We raise concerns that business adjacencies are being held in promoter-controlled companies, a practice we do not support. We are unable to support the resolution.
  • Helios Mutual FundCompliant with law. Governance concern: Transaction doesn’t appear transparent, Basis for Arm’s Length pricing not disclosed
  • ICICI Prudential Mutual FundGSPL was incorporated in September 2022 for the purpose of setting up yarn spinning unit with 34,368 spindles at Village Temra, Tehsil Bilaspur, Distt. Rampur (U.P.). It is an entity under the common control of promoters of Ganesha Ecosphere Ltd. Vishnu Dutt Khandelwal and Rajesh Sharma, promoters of Ganesha Ecosphere Ltd hold directorship in GSPL and along with other promoter directors and their relatives hold 79.84% stake in GSPL. The proposed transactions will include sale of fibre, purchase of yarn and rendering and or. availing of job work services or business auxiliary services on rental basis. The transactions will be at arm’s length and in ordinary course of business and will be continuous in nature. As per GSPL’s credit rating report, operations at the unit have commenced from December 2023. The approval sought is for FY2026. The transactions will aggregate to 26.72% of the company’s consolidated FY2024 turnover. There are concerns that business adjacencies are being held in promoter-controlled companies & there are no details shared on how the arm’s length prices are arrived hence the AMC voted against the resolution.

  3 for4 against

Mutual fund votes, meeting of 13 Jan 2024, 6 fund houses

• Issuance of 14,49,000 Fully Convertible Equity Warrants on Preferential Basis to the person belonging to Promoter and Promoter Group

  ›Against Bank of India Mutual Fund, DSP Mutual Fund

  • Bank of India Mutual FundGanesha Ecosphere proposes to issue 1,449,000 warrants on a preferential basis to promoter GPL Finance Limited at an exercise price of Rs. 1,035 aggregating Rs. 1.5 bn. The issue will lead to a dilution of 6.22% on the expanded capital base (on fully converted basis). The company proposes to use the funds raised for purchasing plant and machinery, which will be utilised in the manufacturing of Rpet resin/ granules, Rpet filament yarn and related products, for repayment of existing borrowings and for general corporate purposes.We do not support the issue of warrants to promoters since it allows them to ride the stock price for eighteen months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company’s long-term plans. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution.
  • DSP Mutual FundGanesha Ecosphere proposes to issue 1,449,000 warrants on a preferential basis to promoter GPL Finance Limited at an exercise price of Rs. 1,035 aggregating Rs. 1.5 bn. The issue will lead to a dilution of 6.22% on the expanded capital base (on fully converted basis). The company proposes to use the funds raised for purchasing plant and machinery, which will be utilised in the manufacturing of Rpet resin/ granules, Rpet filament yarn and related products, for repayment of existing borrowings and for general corporate purposes. We do not support the issue of warrants to promoters since it allows them to ride the stock price for eighteen months. Subsequently, if the promoters decide not to subscribe to the remaining 75%, it could have material implications for the company’s long-term plans. We encourage promoters to participate in a preferential issue of equity, where the equity is brought in upfront, rather than through the warrants route. Therefore, we are unable to support the resolution.

  4 for2 against
• Fund Raising Activities and Issuance of Equity Shares through Qualified Institutions Placement

  6 for0 against

Mutual fund votes, meeting of 21 Sep 2023, 5 fund houses

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

• Adoption of Audited Standalone Financial Statements for the year ended March 31, 2023.Adoption of Audited Consolidated Financial Statements for the year ended March 31, 2023.

  4 for0 against
• Declaration of Dividend on Equity Shares for the year ended March 31, 2023.

  5 for0 against
• Re-appointment of Shri Shyam Sunder Sharmma (DIN: 00530921) as Director who retires by rotation.

  5 for0 against
• Appointment of Shri Narayanan Subramaniam (DIN: 00166621), as an Independent Director of the Company.

  5 for0 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Yarn’, for the financial year ending March 31, 2024.

  5 for0 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Recycled Polyester Staple Fibre’, for the financial year ending March 31, 2024.

  5 for0 against
• Re-appointment of Shri Sharad Sharma (DIN: 00383178) as Managing Director of the Company.

  5 for0 against
• Approval for entering into material related party transactions with GESL Spinners Private Limited.

  5 for0 against

Mutual fund votes, meeting of 30 Sep 2022, 2 fund houses

• a) Adoption of Audited Standalone Financial Statements for the year ended 31st March, 2022. b) Adoption of Audited Consolidated Financial Statements for the year ended 31st March, 2022.

  2 for0 against
• Declaration of Dividend on Equity Shares for the year ended March 31, 2022.

  2 for0 against
• Re-appointment of Shri Sharad Sharma (DIN: 00383178) as Director who retires by rotation.

  2 for0 against
• Re-appointment of M/s. Narendra Singhania & Co., Chartered Accountants, as Statutory Auditors of the Company and fixing their remuneration.

  2 for0 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Yarn’, for the financial year ending March 31, 2023.

  2 for0 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Recycled Polyester Staple Fibre’, for the financial year ending March 31, 2023.

  2 for0 against
• Payment of remuneration to the Directors of the Company (other than Managing or Whole Time Director)

  2 for0 against
• Re-appointment of Shri Vishnu Dutt Khandelwal (DIN: 00383507) as Whole Time Director, designated as Executive Vice- Chairman of the Company.

  2 for0 against
• Re-appointment of Shri Rajesh Sharma (DIN: 02228607) as Joint Managing Director of the Company.

  2 for0 against
• Alteration of the Objects Clause in the Memorandum of Association of the Company.

  2 for0 against

Mutual fund votes, meeting of 4 Sep 2021, 3 fund houses

• a) Adoption of Audited Standalone Financial Statements for the year ended 31st March, 2021. b) Adoption of Audited Consolidated Financial Statements for the year ended 31st March, 2021.

  3 for0 against
• Declaration of Dividend on Equity Shares for the year ended 31st March, 2021.

  3 for0 against
• Re-appointment of Shri Vishnu Dutt Khandelwal (DIN: 00383507) as Director who retires by rotation.

  3 for0 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Yarn’, for the financial year ending 31st March, 2022.

  3 for0 against
• Ratification of the remuneration of the Cost Auditors in respect of Company’s product ‘Recycled Polyester Staple Fibre’, for the financial year ending 31st March, 2022.

  3 for0 against