Sobha MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Dec 2024, 23 fund houses

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

• Appointment of Mr. Nisanth M N (DIN: 10834675) as the Director of the Company

  22 for0 against
• Appointment of Mr. Nisanth M N (DIN: 10834675) as Deputy Managing Director of the Company

  ›Against HSBC Mutual Fund, Navi Mutual Fund

  • HSBC Mutual FundNisanth M N's remuneration structure is open-ended, and the board retains significant discretion in determining his variable pay outcomes. There are no disclosures on the threshold and target performance that he needs to achieve to determine the variable pay element.
  • Navi Mutual FundAppointment compliant with law. No concern on the merits of proposed appointee. Governance Concern: No absolute cap on variable pay.

  21 for2 against
• Re-appointment of Ms. Srivathsala Kanchi Nandagopal (DIN: 06465469), as a Non-Executive Independent Director

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with the law. Governance Concern: Holding more than 1 full time position.
  • Nippon India Mutual FundHolding more than 1 full time position.

  19 for4 against

Mutual fund votes, meeting of 12 Sep 2024, 23 fund houses

• Appointment of Mr. Subba Rao Amarthaluru (DIN: 00082313) as an Independent Director of the Company

  23 for0 against
• Appointment of Mr. Gopal B. Hosur (DIN: 08884883) as an Independent Director of the Company

  23 for0 against

Mutual fund votes, meeting of 7 Aug 2024, 23 fund houses

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

• To receive, consider and adopt:(a)The standalone financial statements of the Company for the financial year ended March 31, 2024 together with reports of the Board of Directors and the Statutory Auditors thereon.(b)The consolidated financial statements of the Company for the financial year ended March 31, 2024 together with the report of the Statutory Auditors thereon.MoreLess

  23 for0 against
• To declare a dividend on equity shares for the financial year ended March 31, 2024

  23 for0 against
• To appoint a Director in place of Mr. Ravi PNC Menon (DIN: 02070036), who retires by rotation and being eligible, offers himself for re-appointment.

  23 for0 against
• Ratification of remuneration payable to Cost Auditors of the Company for the financial year 2023-24.

  20 for0 against
• Payment of commissions to Non-executive Directors

  23 for0 against
• Issue of Non-Convertible Debentures on private placement basis

  23 for0 against

Mutual fund votes, meeting of 21 Apr 2024, 20 fund houses

• ADOPTION OF NEW ARTICLES OF ASSOCIATION IN PLACE OF EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY.

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ITI Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, ITI Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI LODR Regulation 17: AoA includes provision to appoint directors by financial institution, which can be done without shareholders’ approval and will be on a perpetual basis. Clause 104 allows appointment of alternate director to independent director. Governance concern: The articles clause mentions the word ‘appoint’ instead of ‘nominate’. Dual Position as Nominee and Executive Director may lead to conflict of duties.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of information to make an informed voting decision.
  • JM Financial Mutual FundNon-Compliant with SEBI LODR Regulation 17: Articles of Association (AoA) includes provision to appoint directors by financial institution, which can be done without shareholders’ approval and will be on a perpetual basis. Clause 104 allows appointment of alternate director to independent director. Governance concern: The articles clause mentions the word ‘appoint’ instead of ‘nominate’. Dual Position as Nominee and Executive Director may lead to conflict of duties.
  • Nippon India Mutual FundPerpetual appointment

  13 for7 against

Mutual fund votes, meeting of 8 Aug 2023, 10 fund houses

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

• 1 - To receive, consider and adopt:n(a)The standalone financial statements of the Company which includes the Audited Balance Sheet as at March 31, 2023, the Statement of Profit and Loss for the financial year ended as on that date and the Cash Flow Statement together with reports of the Board of Directors and the Statutory Auditors thereon.n(b)The consolidated financial statements of the Company which includes the Audited Balance Sheet as at March 31, 2023, the Statement of Profit and Loss for the financial year ended as on that date and the Cash Flow Statement together with reports of the Statutory Auditors thereon.MoreLess

  10 for0 against
• 2 - To declare a dividend on equity shares for the financial year ended March 31, 2023.

  10 for0 against
• 3 - To appoint a Director in place of Mr. Jagadish Nangineni (DIN: 01871780), who retires by rotation as a Director.

  ›Against Bank of India Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual FundJagadish Nangineni, 44, is Managing Director of the company. He has been associated with Sobha since November 2009 in senior strategic and operational roles. He initially stepped down from the board in February 2021 and was reappointed to the board on 1 April 2022. He has attended all five board meetings held in FY23. We note that there is an ongoing litigation involving him and the Enforcement Directorate before the Delhi High Court. Therefore, we raise concern that this could be a potential distraction to the board and to him in his ability to execute his responsibilities as Managing director of the company. We believe he should be reappointed on the board only after this matter has been resolved.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The impending court case against him raises doubts on his ability to effectively oversee management and serve the best interests of shareholders. • The board independence norms are not met as per ISS reclassification and Jagadish Nangineni is a nonindependent director nominee. • Jagadish Nangineni is an executive director of the company and serves as a member of the audit committee.
  • Motilal Oswal Mutual FundCompliant with Law. Governance concern: Enforcement Directorate investigation pending against the proposed appointee.
  • Nippon India Mutual FundProfile of the candidate

  5 for5 against
• 4 - Ratification of remuneration payable to Cost Auditors.

  7 for0 against
• 5 - Issue of Non-Convertible Debentures on private placement basis.

  10 for0 against

Mutual fund votes, meeting of 14 Apr 2023, 10 fund houses

• Approval for payment of remuneration/commission to Non-Executive Directors

  ›Against Bank of India Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual FundIn the past, in addition to sitting fees, the company has paid commission ranging from 0.1% to 0.9% of standalone PBT. The company proposes to pay remuneration/commission of upto 5% of net profits to non-executive directors. While remuneration/commission paid in the past is commensurate with the responsibilities of the Non-Executive Directors, we believe the threshold of 5% is significantly high. We note that the company has seen constrained profitability since FY21, however, the company should have sought approval to pay remuneration/commission to non-executive directors upto a specific amount in case of inadequate profits. The company must consider an absolute cap on the remuneration payable to directors. Further, we raise concern that Ravi PNC Menon, promoter, who will be classified as Non-Executive Director from 1 April 2023, is a member of the Nomination and Remuneration Committee, which is an inherent conflict of interest.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The company has failed to specify Ravi PNC Menon's exact remuneration proposed to be paid for FY2024. • While his remuneration will not exceed the limits under his existing pay terms, subject to an overall limit of five percent of the net profits of the company, a ceiling of five percent is deemed high compared to market standards. • The proposed increase in the commission limit from 1 percent to 5 percent is solely to allow for the payment of remuneration to Ravi PNC Menon.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:- The company has failed to specify Ravi PNC Menon's exact remuneration proposed to be paid for FY2024.- While his remuneration will not exceed the limits under his existing pay terms, subject to an overall limit of five percent of the net profits of the company, a ceiling of five percent is deemed high compared to market standards.- The proposed increase in the commission limit from 1 percent to 5 percent is solely to allow for the payment of remuneration to Ravi PNC Menon.
  • Nippon India Mutual FundNo absolute cap on remuneration

  4 for6 against
• Approval for payment of remuneration to Mr. Ravi PNC Menon, Non-executive Director and Chairman

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Nippon India Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The company has failed to specify Ravi PNC Menon's exact remuneration proposed to be paid for FY2024. • While his remuneration will not exceed the limits under his existing pay terms, subject to an overall limit of five percent of the net profits of the company, a ceiling of five percent is deemed high compared to market standards. • The proposed increase in the commission limit from 1 percent to 5 percent is solely to allow for the payment of remuneration to Ravi PNC Menon.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:- The company has failed to specify Ravi PNC Menon's exact remuneration proposed to be paid for FY2024.- While his remuneration will not exceed the limits under his existing pay terms, subject to an overall limit of five percent of the net profits of the company, a ceiling of five percent is deemed high compared to market standards.- The proposed increase in the commission limit from 1 percent to 5 percent is solely to allow for the payment of remuneration to Ravi PNC Menon.
  • Nippon India Mutual FundNo absolute cap on remuneration

  6 for4 against