Sun TV Network MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 29 Dec 2024, 19 fund houses

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

• Appointment of Mr. Ravivenkatesh Pragadish Karthik as the Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, DSP Mutual Fund, Navi Mutual FundRavivenkatesh Pragadish Karthik, 30, holds a bachelor’s degree in Mechanical Engineering from Sri Sivasubramaniya Nadar College of Engineering, India, and a master’s degree in Industrial Engineering from the University of Pittsburgh, USA. We note that he previously worked with Proterra Inc., Tesla Inc., and Lucid Motors in USA. He serves as a director on the board of Premier Polymers & Pipes Private Limited. However, there is insufficient clarity regarding the specifics of his past and current roles and the breadth of his professional experience. It is unclear if he has ten years of relevant work experience and thus, his appointment does not align with our voting guidelines. Further, the company must clarify if Ravivenkatesh Pragadish Karthik is related to Ranganathan Ravi Venkatesh, who ceased to be on board on 25 September 2024 on completion of his tenure. We do not support the resolution.
  • Axis Mutual FundRavivenkatesh Pragadish Karthik, 30, holds a bachelor's degree in Mechanical Engineering from Sri Sivasubramaniya Nadar College of Engineering, India, and a master's degree in Industrial Engineering from the University of Pittsburgh, USA. We note that he previously worked with Proterra Inc., Tesla Inc., and Lucid Motors in USA. He serves as a director on the board of Premier Polymers & Pipes Private Limited. However, there is insufficient clarity regarding the specifics of his past and current roles and the breadth of his professional experience. It is unclear if he has ten years of relevant work experience and thus, his appointment does not align with our voting guidelines. Further, the company must clarify if Ravivenkatesh Pragadish Karthik is related to Ranganathan Ravi Venkatesh, who ceased to be on board on 25 September 2024 on completion of his tenure. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern identified on the merits of proposed appointee. Non-Compliant with SEBI (LODR), 2015 & Companies Act, 2013: Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.
  • HDFC Mutual FundThere is a lack of clarity regarding the background and experience of director being appointed on the board
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  6 for12 against
• Appointment of Mr. Mandalapu Harinarayanan Harshavardhan as the Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Navi Mutual FundMandalapu Harinarayanan Harshavardhan, 34, holds a bachelor’s degree in Arts (Honours) in film, radio, television and media studies from the Canterbury Christ Church University in United Kingdom.The shareholder notice suggests that he managed the family business of brick chambers and expanded into manufacturing of infrastructure materials, including ready mix concrete and alternative bricks. He also manages a corporate hospitality business. However, there is insufficient clarity regarding the specifics of his past and current roles and the breadth of his professional experience. It is also unclear if he has ten years of relevant work experience and thus, his appointment does not align with our voting guidelines.Further, the company must clarify if Mandalapu Harinarayanan Harshavardhan is related to Mandalapu Krishnamoorthy Harinarayanan, who ceased to be on board on 25 September 2024 on completion of his tenure. We do not support the resolution.
  • Axis Mutual FundMandalapu Harinarayanan Harshavardhan, 34, holds a bachelor's degree in Arts (Honours) in film, radio, television and media studies from the Canterbury Christ Church University in United Kingdom. The shareholder notice suggests that he managed the family business of brick chambers and expanded into manufacturing of infrastructure materials, including ready mix concrete and alternative bricks. He also manages a corporate hospitality business. However, there is insufficient clarity regarding the specifics of his past and current roles and the breadth of his professional experience. It is also unclear if he has ten years of relevant work experience and thus, his appointment does not align with our voting guidelines. Further, the company must clarify if Mandalapu Harinarayanan Harshavardhan is related to Mandalapu Krishnamoorthy Harinarayanan, who ceased to be on board on 25 September 2024 on completion of his tenure. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern identified on the merits of proposed appointee. Non-Compliant with SEBI (LODR), 2015 & Companies Act, 2013: Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.
  • DSP Mutual FundMandalapu Harinarayanan Harshavardhan, 34, holds a bachelor’s degree in Arts (Honours) in film, radio, television and media studies from the Canterbury Christ Church University in United Kingdom. The shareholder notice suggests that he managed the family business of brick chambers and expanded into manufacturing of infrastructure materials, including ready mix concrete and alternative bricks. He also manages a corporate hospitality business. However, there is insufficient clarity regarding the specifics of his past and current roles and the breadth of his professional experience. It is also unclear if he has ten years of relevant work experience and thus, his appointment does not align with our voting guidelines. Further, the company must clarify if Mandalapu Harinarayanan Harshavardhan is related to Mandalapu Krishnamoorthy Harinarayanan, who ceased to be on board on 25 September 2024 on completion of his tenure. We do not support the resolution.
  • HDFC Mutual FundThere is a lack of clarity regarding the background and experience of director being appointed on the board
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  6 for12 against
• Appointment of Mrs. Jagadeesan Gayathri as the Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, DSP Mutual Fund, Navi Mutual FundMs. Jagadeesan Gayathri, 50, is an advocate and holds a bachelor’s degree in Arts and Law (BABL). However, the company has not provided adequate clarity with respect to her professional experience to warrant her candidature on the board. We expect companies to provide comprehensive disclosures regarding the background and experience of directors to enable investors to take an informed decision. Given the lack of clarity in this case, we are unable to support the resolution.
  • Axis Mutual FundMs. Jagadeesan Gayathri, 50, is an advocate and holds a bachelor's degree in Arts and Law (BABL). However, the company has not provided adequate clarity with respect to her professional experience to warrant her candidature on the board. We expect companies to provide comprehensive disclosures regarding the background and experience of directors to enable investors to take an informed decision. Given the lack of clarity in this case, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern identified on the merits of proposed appointee. Non-Compliant with SEBI (LODR), 2015 & Companies Act, 2013: Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.
  • HDFC Mutual FundThere is a lack of clarity regarding the background and experience of director being appointed on the board
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure

  6 for12 against

Mutual fund votes, meeting of 20 Sep 2024, 17 fund houses

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

• Adoption of Audited Financial Statements of the Company prepared under Indian Accounting Standards (Ind-AS) as on a standalone and consolidated basis, for the financial year ended March 31, 2024 including the Balance Sheet and the Statement of Profit & Loss Account for the financial year ended on that date, and the Reports of the Board of Directors and Auditors thereon.MoreLess

  14 for0 against
• Confirmation of Interim Dividends paid for the financial year ended March 31, 2024

  17 for0 against
• To Re-appoint a Director in the place of Mr.Shanmugasundaram Selvam, (DIN 00727439) who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundNo concern identified on merits of proposed appointee. Non- Compliant with R.17(1A) of SEBI LODR: Re-appointment sought through ordinary resolution for Director who has already attained 75 years of age.
  • Edelweiss Mutual FundRe-appointment sought through ordinary resolution for Director who has already attained 75 years of age

  9 for8 against
• Ratification of Remuneration of Cost Auditor for the financial year ended 2024-25

  14 for0 against

Mutual fund votes, meeting of 25 Jun 2024, 22 fund houses

• Re-appointment of Mr. Sridhar Venkatesh as a “Non-Executive Independent Director” of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual Fund, Navi Mutual FundSridhar Venkatesh, 58, is the Founder and CEO of Opus Fashions Private Limited. He has been on the board of the company since 1 April 2019.He has attended all five board meetings in FY24. We believe shareholder approval for his reappointment should have been sought on or before the completion of his first term as Independent Director. Sridhar Venkatesh has been a member of the Nomination and Remuneration Committee since November 2021. Therefore, he is accountable for the manner in which remuneration has been managed. The total promoter remuneration for FY22 and FY23 was high at Rs. 1,760.5 and Rs. 1,761.9 mn (7.9% of standalone profits for FY22 and FY23), respectively. Therefore, we do not support his reappointment.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.
  • Baroda BNP Paribas Mutual FundIn the past capital allocation policy has been a concern.
  • Edelweiss Mutual FundMr Sridhar is also in the board of group companies. Hence, cannot be deemed independent.
  • HDFC Mutual FundSridhar Venkatesh has been a member of the Nomination and Remuneration Committee where he is accountable for the manner in which remuneration has been managed of the promoters which is extremely high considering the size and complexity of the business.
  • ICICI Prudential Mutual FundMr. Sridhar Venkatesh, 58, is the Founder and CEO of Opus Fashions Private Limited. He has been on the board of the company since April 1, 2019. He has attended all five board meetings in FY2024. The AMC believe that shareholder approval for his reappointment should have been sought on or before the completion of his first term as Independent Director. Mr. Sridhar Venkatesh has been a member of the Nomination and Remuneration Committee since November 2021. Therefore, he is accountable for the manner in which remuneration has been managed. The total promoter remuneration for FY2022 and FY2023 was high at Rs. 1,760.5 million and Rs. 1,761.9 million (7.9% of standalone profits for FY2022 and FY2023), respectively. Hence, the AMC have voted against this resolution.
  • Invesco Mutual FundSridhar Venkatesh, 58, is the Founder and CEO of Opus Fashions Private Limited. He has been on the board of the company since 1 April 2019.He has attended all five board meetings in FY24. We believe shareholder approval for his reappointment should have been sought on or before the completion of his first term as Independent Director. Sridhar Venkatesh has been a member of the Nomination and Remuneration Committee since November 2021. Therefore, he is accountable for the manner in which remuneration has been managed. The total promoter remuneration for FY22 and FY23 was high at Rs. 1,760.5 and Rs. 1,761.9 mn (7.9% of standalone profits for FY22 and FY23), respectively. Therefore, we do not support his reappointment
  • LIC Mutual FundNo concern on the merits of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders approval obtained for re-appointment as an ID.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • PPFAS Mutual FundNo prior shareholders’ approval for re-appointment as ID.
  • Zerodha Mutual FundNo prior shareholders’ approval for re-appointment as Independent Director.

  3 for19 against
• Re-appointment of Mr. Desmond Hemanth Theodore as a “Non-Executive Independent Director” of the Company

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundNo concern on the merits of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.
  • Baroda BNP Paribas Mutual FundIn the past capital allocation policy has been a concern.
  • LIC Mutual FundNo concern on the merits of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders approval obtained for re-appointment as an ID.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • PPFAS Mutual FundNo prior shareholders’ approval for re-appointment as ID.
  • Zerodha Mutual FundNo prior shareholders’ approval for re-appointment as Independent Director.

  12 for10 against
• Re-appointment of Mrs. Mathipoorana Ramakrishnan as a “Non-Executive Independent Director” of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, DSP Mutual Fund, Navi Mutual FundMs. Mathipoorana Ramakrishnan, 52, holds a bachelor’s degree in engineering from Annamalai University, Chidambaram. She has been on the board of the Company since 21 June 2019.She has attended all five board meetings in FY24. However, the company has provided no information on her professional experience to warrant her candidature on the board. We expect companies to provide clarity on the background and experience of directors to enable investors to take an informed decision. Further, we believe shareholder approval for her reappointment should have been sought on or before the completion of her first term as Independent Director. We are unable to support the resolution given the lack of clarity on her experience.
  • Axis Mutual FundMs. Mathipoorana Ramakrishnan, 52, holds a bachelor's degree in engineering from Annamalai University, Chidambaram. She has been on the board of the Company since 21 June 2019.She has attended all five board meetings in FY24. However, the company has provided no information on her professional experience to warrant her candidature on the board. We expect companies to provide clarity on the background and experience of directors to enable investors to take an informed decision. Further, we believe shareholder approval for her reappointment should have been sought on or before the completion of her first term as Independent Director. We are unable to support the resolution given the lack of clarity on her experience.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual FundNon-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.Non-Compliance: No details of work experience provided in the notice as per SS-2.
  • Baroda BNP Paribas Mutual FundIn the past capital allocation policy has been a concern.
  • Edelweiss Mutual FundMrs Mathipoorana is also in the board of group companies. Hence, cannot be deemed independent.
  • ICICI Prudential Mutual FundMs. Mathipoorana Ramakrishnan, 52, holds a bachelor’s degree in engineering from Annamalai University, Chidambaram. She has been on the board of the Company since June 21, 2019. She has attended all five board meetings in FY2024. However, the company has provided no information on her professional experience to warrant her candidature on the board. The AMC expect companies to provide clarity on the background and experience of directors to enable investors to take an informed decision. Further, the AMC believe that shareholder approval for her reappointment should have been sought on or before the completion of her first term as Independent Director. The AMC is unable to support the resolution given the lack of clarity on her experience and hence the AMC have voted against this resolution.
  • Invesco Mutual FundMs. Mathipoorana Ramakrishnan, 52, holds a bachelor’s degree in engineering from Annamalai University, Chidambaram. She has been on the board of the Company since 21 June 2019.She has attended all five board meetings in FY24. However, the company has provided no information on her professional experience to warrant her candidature on the board. We expect companies to provide clarity on the background and experience of directors to enable investors to take an informed decision. Further, we believe shareholder approval for her reappointment should have been sought on or before the completion of her first term as Independent Director. We are unable to support the resolution given the lack of clarity on her experience
  • JM Financial Mutual FundNon-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an Independent Director.Non-Compliance: No details of work experience provided in the notice as per SS-2.
  • LIC Mutual FundNon-Compliance: Re-appointment is not in accordance with law, no prior shareholders approval obtained for re-appointment as an ID.Non-Compliance: No details of work experience provided in the notice as per SS-2.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundNo concern on the merits of proposed appointees. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director
  • PPFAS Mutual FundNo prior shareholders’ approval for re-appointment as ID. No details of work experience provided in the notice as per SS-2.
  • Zerodha Mutual FundNo prior shareholders’ approval for re-appointment as Independent Director.

  4 for18 against

Mutual fund votes, meeting of 26 Mar 2024, 20 fund houses

• Re-Appointment of Mr. Rajaraman Maheshkumar as the Managing Director of the Company

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundRajaraman Maheshkumar, 54, is a chartered accountant and has been the Managing Director of Sun TV Network since April 2019. He joined Sun Direct TV as CEO in 2011. He has thirty years of overall experience and fifteen years of experience in the media industry. Rajaraman Maheshkumar’s FY23 pay aggregated Rs. 17.4 mn. We estimate his FY24 and FY25 pay at Rs. 19.1 mn and Rs. 24.3 mn respectively. The company must disclose performance metrics that determine his variable pay. Notwithstanding, his proposed pay is reasonable and thus, we support the resolution

  19 for1 against
• Re-Appointment of Mr. Krishnaswamy Vijaykumar as an Executive Director of the Company

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundKrishnaswamy Vijaykumar, 59, has three decades of experience in the media industry. He served as MD and CEO from April 2012 till March 2019 and since then has continued as Executive Director. Krishnaswamy Vijaykumar’s FY23 pay aggregated Rs. 14.2 mn. We estimate his FY24 and FY25 pay at Rs. 15.6 mn and Rs. 17.2 mn respectively. The company must disclose performance metrics that determine his variable pay. Notwithstanding, his proposed pay is reasonable and thus, we support the resolution

  19 for1 against
• Re-Appointment of Ms. Kaviya Kalanithi Maran as an Executive Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, DSP Mutual FundMs. Kaviya Kalanithi Maran, 32, is part of the promoter family and Executive Director of the company since 2019. She has been associated with Sun TV group since 2016. Certain public sources suggest that she is the CEO of the Indian Premier League (IPL) team ‘Sunrisers Hyderabad’; Sun TV Network Ltd. has the license to operate this IPL franchise. Her FY23 pay aggregated Rs. 11.9 mn. We estimate her FY24 and FY25 pay at Rs. 13.1 mn and Rs. 16.6 mn respectively. The company must disclose performance metrics that determine her variable pay. We raise concern that her remuneration is comparable to that of company’s other professional executive directors who have more than three decades of work experience. The company must disclose how it has benchmarked her remuneration. We also raise concern that remuneration to the promoter family is disproportionately high for the company’s size constituting over 50% of company’s consolidated employee benefit expense and around 7%-9% of its consolidated PBT (last four years). Given these concerns, we do not support the resolution.
  • Axis Mutual FundMs. Kaviya Kalanithi Maran, 32, is part of the promoter family and Executive Director of the company since 2019. She has been associated with Sun TV group since 2016. Certain public sources suggest that she is the CEO of the Indian Premier League (IPL) team 'Sunrisers Hyderabad'; Sun TV Network Ltd. has the license to operate this IPL franchise. Her FY23 pay aggregated Rs. 11.9 mn. We estimate her FY24 and FY25 pay at Rs. 13.1 mn and Rs. 16.6 mn respectively. The company must disclose performance metrics that determine her variable pay. We raise concern that her remuneration is comparable to that of company's other professional executive directors who have more than three decades of work experience. The company must disclose how it has benchmarked her remuneration. We also raise concern that remuneration to the promoter family is disproportionately high for the company's size constituting over 50% of company's consolidated employee benefit expense and around 7%-9% of its consolidated PBT (last four years). Given these concerns, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Remuneration package not in sync with the profile, when compared with other EDs.
  • Baroda BNP Paribas Mutual FundThe remuneration proposed to her, appears to be excessive considering her experience and profile
  • Edelweiss Mutual FundNot adequate info given.
  • Invesco Mutual FundMs. Kaviya Kalanithi Maran, 32, is part of the promoter family and Executive Director of the company since 2019. She has been associated with Sun TV group since 2016. Certain public sources suggest that she is the CEO of the Indian Premier League (IPL) team ‘Sunrisers Hyderabad’; Sun TV Network Ltd. has the license to operate this IPL franchise. Her FY23 pay aggregated Rs. 11.9 mn. We estimate her FY24 and FY25 pay at Rs. 13.1 mn and Rs. 16.6 mn respectively. The company must disclose performance metrics that determine her variable pay. We raise concern that her remuneration is comparable to that of company’s other professional executive directors who have more than three decades of work experience. The company must disclose how it has benchmarked her remuneration. We also raise concern that remuneration to the promoter family is disproportionately high for the company’s size constituting over 50% of company’s consolidated employee benefit expense and around 7%-9% of its consolidated PBT (last four years). Given these concerns, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundRemuneration is high
  • PPFAS Mutual FundRemuneration package not in sync with the profile, when compared with other EDs.
  • Zerodha Mutual FundThe proposed remuneration package not in sync with the profile which raises governance concerns.

  5 for15 against

Mutual fund votes, meeting of 22 Sep 2023, 16 fund houses

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

• Adoption of Audited Financial Statements of the Company prepared under Indian Accounting Standards (Ind-AS) as on a standalone and consolidated basis, for the financial year ended March 31, 2023 including the Balance Sheet and the Statement of Profit & Loss Account for the financial year ended on that date, and the Reports of the Board of Directors and Auditors thereon.MoreLess

  15 for0 against
• Confirmation of Interim Dividends already paid, as final dividend for the financial year ended March 31, 2023

  16 for0 against
• To Re-appoint a Director in the place of Mr. K. Vijaykumar, (DIN 03578076) who retires by rotation and being eligible, offers himself for nre-appointment.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.

  15 for1 against
• Ratification of Remuneration of Cost Auditor for the financial year ended n2023-24.

  2 for0 against

Mutual fund votes, meeting of 23 Sep 2022, 16 fund houses

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

• Adoption of Audited Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Report of the Board of Directors and Auditors thereon.

  15 for0 against
• Confirmation of Interim Dividends already paid, as final dividend for the financial year ended March 31, 2022.

  15 for0 against
• To re-appoint a Director in the place of Ms. Kaviya Kalanithi Maran (DIN 07883203) who retires by rotation and being eligible, offers herself for re-appointment.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Invesco Mutual FundMs. Kaviya Kalanithi Maran, 30, is daughter of the company’s promoter Kalanithi Maran and Executive Director Ms. Kavery Kalanithi. She attended five out of six board meetings held in FY22 and 94% board meetings held in last three years. She has been associated with the company since September 2016 and was appointed on the board from April 2019. She completed MBA from Leonard N Stern School of Business. With only six years of work experience, we believe she does not have enough experience to be on the board of a listed company as a Whole Time Director. Further, we also raise concerns that her FY22 remuneration of Rs. 10.5 mn is comparable to that of company’s other professional executive directors who have more than two decades of working experience. The company must disclose how it has benchmarked her remuneration. We raise further concern that three of the four-member Nomination and Remuneration Committee are tenured independent directors (board tenure in excess of 10 years).
  • Bandhan Mutual FundRemuneration package not in sync with the profile, when compared with other EDs. Remuneration skewed in favour of promoter EDs.
  • Baroda BNP Paribas Mutual FundRemuneration package not in sync with the profile, when compared with other EDs
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInsufficient information

  8 for7 against
• Appointment of Statutory Auditors in place of Retiring Auditors

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundInadequate disclosure

  14 for1 against
• Ratification of Remuneration of Cost Auditor

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow audit fees

  14 for1 against