Page Industries MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Sep 2024, 27 fund houses

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

• Appointment of Dr. Shravan Subramanyam (DIN: 00695586) as an Independent Director

  26 for0 against
• Appointment of Ms. Naina Krishna Murthy (DIN: 01216114) as an Independent Director

  ›Against DSP Mutual Fund, Sundaram Mutual Fund, WhiteOak Capital Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual Fund, WhiteOak Capital Mutual FundMs. Naina Krishna Murthy, 52, is the Senior Partner and Founder of Krishnamurthy & Co. (K Law) and has more than two decades of experience in the legal sector. She presently serves on the board of four listed companies. Regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. We believe that, as Senior Partner and founder of K Law, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies are not in keeping with the spirit of the regulation. We are unable to support her appointment.

  23 for3 against

Mutual fund votes, meeting of 8 Aug 2024, 27 fund houses

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

• Adoption of financial statement, report of the Board of Directors and Auditors

  27 for0 against
• Appointment of Director - Mr. Ramesh Genomal (DIN: 00931277)

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundRe-appointment compliant with law. Governance concern: Poor attendance at Board meetings.
  • Aditya Birla Sun Life Mutual FundRamesh Genomal, 73, is a promoter and one of the founders of the company. He has over four decades of experience in the textile and garmenting industry. From available disclosure, we note that:- • Mr. Ramesh Genomal did not attend even a single board meeting during FY 2023-24. • Looking at the past, exact similar situation was observed in FY 2019-20 and FY 2018-19. • His alternate director has attended all the board meetings during FY 2023-24 and AGM as well. Section 167 (1) of the Companies Act, 2013 states as follows: 1. The office of a director shall become vacant in case: - a) he incurs any of the disqualifications specified in section 164. b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board. We are of the opinion that although legally permissible for him to maintain his position as a director (as his alternate has attended the Board meetings), we highlight a governance issue in respect of appointment of directors who cannot attend meetings themselves. Also, with the introduction of video conferencing, the relevance of alternate directors loses relevance. In view of poor board meeting attendance by Mr. Ramesh Genomal, we vote against the resolution.
  • Axis Mutual Fund, DSP Mutual Fund, Mahindra Manulife Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundRamesh Genomal, 73, is a promoter and one of the founders of the company. He has over four decades of experience in the textile and garmenting industry. From available disclosures, we understand that all four board meetings held in FY24 were attended by Shahendar Genomal, his alternate director. We do not support the practice of appointing alternate directors. We expect the elected director to attend meetings either via telecon or video conferencing. Over a three-year period from FY22 to FY24, Ramesh Genomal has attended eight out of a total of fourteen board meetings (57%). We expect directors to attend at least 75% of meetings held over a three-year period. Therefore, we do not support his reappointment.
  • HSBC Mutual FundA vote AGAINST is warranted because the company has failed to disclose the attendance details of Ramesh Genomal and hence there is concerns about the director's attendance at board meetings.
  • Invesco Mutual FundRamesh Genomal, 73, is a promoter and one of the founders of the company. He has over four decades of experience in the textile and garmenting industry. From available disclosures, we understand that all four board meetings held in FY24 were attended by Shahendar Genomal, his alternate director. We do not support the practice of appointing alternate directors. We expect the elected director to attend meetings either via telecon or video conferencing. Over a three-year period from FY22 to FY24, Ramesh Genomal has attended eight out of a total of fourteen board meetings (57%). We expect directors to attend at least 75% of meetings held over a three-year period. Therefore, we do not support his reappointment
  • Motilal Oswal Mutual FundPoor attendance at Board meetings.
  • Zerodha Mutual FundGovernance concern: Poor attendance at Board meetings.

  11 for16 against
• Appointment of Director – Mr. Rohan Genomal (DIN: 06970529)

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundRohan Genomal, 32, belongs to the promoter family. He has been on the board of the company since November 2021 as Executive Director and was later redesignated as Non-Executive Non-Independent Director from 31 March 2023. He is a Bachelor of Science in Business Management, Babson College, USA. We raise concerns over the excessive number of promoter family members on the board. The aggregate promoter representation is high with five promoters on the board, including Rohan Genomal. This may limit the company’s ability to attract the right professional talent.
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board independence norms are not met and Rohan Genomal is a non-independent director nominee.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The board independence norms are not met as per our reclassification and Rohan Genomal is a non-independent director nominee
  • Invesco Mutual FundRohan Genomal, 32, belongs to the promoter family. He has been on the board of the company since November 2021 as Executive Director and was later redesignated as Non-Executive Non-Independent Director from 31 March 2023. He is a Bachelor of Science in Business Management, Babson College, USA. We raise concerns over the excessive number of promoter family members on the board. The aggregate promoter representation is high with five promoters on the board, including Rohan Genomal. This may limit the company’s ability to attract the right professional talent

  22 for5 against
• Amendment in terms of appointment of Mr. V S Ganesh, Managing Director

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund

  • Axis Mutual Fund, Invesco Mutual FundV S Ganesh, 56, is currently the Managing Director of Page Industries Limited. He received Rs. 46.3 mn in FY24 which was 202x the median employee remuneration. We estimate his FY25 remuneration to be in the range of Rs. 66.8 mn to Rs. 99.0 mn. The company previously had a variable component of 30% which, the company proposes to integrate into the appropriate fixed salary components: this change is being made across employee ranks. The amendment will not impact the total remuneration. V S Ganesh will be eligible to receive target-based incentives. We raise concern regarding the deterioration of remuneration practices: integrating the variable pay component into fixed pay reduces the alignment of executive pay to company performance. This change also comes at a time when performance has been muted and market pressures on margins are intensifying. The proposed change protects executive remuneration even if performance declines. We do not support the proposed changes to the remuneration structure.
  • Franklin Templeton Mutual Fund, HSBC Mutual FundA vote AGAINST this resolution is considered warranted because: • The proposal seeks to merge the entire variable portion of his pay with the fixed part. Executive remuneration structure must comprise of variable pay, to link executive compensation with the performance of the company. • The executive's overall pay quantum is aggressively positioned in comparison to industry peers within the similar line of business.

  19 for4 against
• Amendment in terms of appointment of Mr. Shamir Genomal, Deputy Managing Director

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund

  • Axis Mutual FundShamir Genomal, 39, is part of the promoter group and has been the Deputy Managing Director, Page Industries Ltd since August 2018. He received Rs. 22.4 mn in FY24 which was 98x the median employee remuneration. We estimate his FY25 remuneration to be in the range of Rs. 33.2 mn to Rs. 82.5 mn. The company previously had a variable component of 30% which, the company proposes to integrate into the appropriate fixed salary components: this change is being made across employee ranks. The amendment will not impact the total remuneration. Shamir Genomal will be eligible to receive target-based incentives. We raise concern regarding the deterioration of remuneration practices: integrating the variable pay component into fixed pay reduces the alignment of executive pay to company performance. This change also comes at a time when performance has been muted and market pressures on margins are intensifying. The proposed change protects executive remuneration even if performance declines. We do not support the proposed changes to the remuneration structure.
  • Franklin Templeton Mutual Fund, HSBC Mutual FundA vote AGAINST this resolution is considered warranted because: • The proposal seeks to merge the entire variable portion of his pay with the fixed part. Executive remuneration structure must comprise of variable pay, to link executive compensation with the performance of the company. • The executive's overall pay quantum is aggressively positioned in comparison to industry peers within the similar line of business.
  • Invesco Mutual FundShamir Genomal, 39, is part of the promoter group and has been the Deputy Managing Director, Page Industries Ltd since August 2018. He received Rs. 22.4 mn in FY24 which was 98x the median employee remuneration. We estimate his FY25 remuneration to be in the range of Rs. 33.2 mn to Rs. 82.5 mn. The company previously had a variable component of 30% which, the company proposes to integrate into the appropriate fixed salary components: this change is being made across employee ranks. The amendment will not impact the total remuneration. Shamir Genomal will be eligible to receive target-based incentives. We raise concern regarding the deterioration of remuneration practices: integrating the variable pay component into fixed pay reduces the alignment of executive pay to company performance. This change also comes at a time when performance has been muted and market pressures on margins are intensifying. The proposed change protects executive remuneration even if performance declines. We do not support the proposed changes to the remuneration structure

  19 for4 against
• Remuneration under Section 197(1) of the Companies Act, 2013

  23 for0 against

Mutual fund votes, meeting of 25 Mar 2024, 25 fund houses

• Appointment of Mr. Christopher Carroll Smith (DIN: 10483079) as Director

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board independence norms are not met and Christopher Carroll Smith is a non-independent director nominee.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because the board independence norms are not met based on our reclassification and Christopher Carroll Smith is a non-independent director nominee

  23 for2 against

Mutual fund votes, meeting of 10 Aug 2023, 21 fund houses

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

• Adoption of financial statement, report of the Board of Directors and Auditors

  21 for0 against
• Appointment of Director - Mr. Sunder Genomal (DIN: 00109720)

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Mr. Sunder Genomal is Non-Executive Chairman related to Executive /whole time director of the Company

  20 for1 against
• Appointment of Director – Mr. V S Ganesh (DIN: 07822261)

  21 for0 against
• Appointment of Mr. Sanjeev Genomal (DIN: 01399731) as a Director

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met, and Sanjeev Naraindas Genomal is a non-independent director nominee.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (after reclassification), and Sanjeev Naraindas Genomal is a non-independent director nominee.

  19 for2 against
• Re-appointment of Mr. Shamir Genomal (DIN: 00871383) as Deputy Managing Director

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concern: • The board independence norms are not met (after reclassification), and Shamir Genomal is a non-independent director nominee

  20 for1 against
• Remuneration under Section 197(1) of the Companies Act, 2013

  16 for0 against

Mutual fund votes, meeting of 30 Dec 2022, 22 fund houses

• Appointment of Mr. Jignesh Jaswant Bhate (DIN: 01195939) as an Independent Director

  22 for0 against

Mutual fund votes, meeting of 11 Aug 2022, 22 fund houses

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

• Adoption of financial statement

  22 for0 against
• Appointment of Director – Mr. Shamir Genomal

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote against this resolution is warranted as this is against appointing non-independent candidates if board is less than 50% independent and where board chair is an executive or the promoter

  20 for1 against
• Appointment of Director - Mr. Ramesh Genomal

  21 for0 against
• Appointment of Mr. Arif Vazirally as an Independent Director

  21 for0 against
• Re-appointment of Mr. Varun Berry as Independent Director

  21 for0 against
• Remuneration under Section 197(1) of the Companies Act, 2013

  17 for0 against