JK Lakshmi Cement CEO, chairman, board of directors and AGM

• To consider and approve the Scheme of Amalgamation and Arrangement between JK Lakshmi Cement Limited (Amalgamated Company/ Applicant Company 1), Udaipur Cement Works Limited (Applicant Company 2 / Amalgamating Company 1), Hansdeep Industries and Trading Company Limited (Applicant Company 3 /Amalgamating Company 2), Hidrive Developers and Industries Limited (Applicant Company 4/Amalgamating Company 3) and their respective shareholders and creditors pursuant to the provisions of sections 230-232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.MoreLess

  18 for0 against

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

• To receive, consider and adopt (a) the audited standalone financial statements of the Company for the financial year ended 31st March, 2024 and the Reports of the Board of Directors and Auditors thereon; (b) the audited consolidated financial statements of the Company for the financial year ended 31st March, 2024 and the Report of the Auditors thereon.MoreLess

  18 for0 against
• To declare Final Dividend of ¿ 4.50/- per Equity Share of ¿ 5/- each (90%) for the Financial Year ended 31st March, 2024.

  18 for0 against
• Re-appointment of Shri Arun Kumar Shukta (DIN:09604989), liable to retire by rotation and offers himself for re-appointment.

  18 for0 against
• Ratification of remuneration of M/s. R.J. Gael & Co., Cost Accountants, the Cost Auditor of the Company for the Financial Year 2024-25.

  17 for0 against
• Appointment of Smt. Shwetambara Shardul Shroff Chopra (DIN:07489205) as an Independent Director of the Company for a term of three consecutivenyears with effect from 1st July 2024.

  ›Against DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • DSP Mutual FundMs. Shwetambara Shardul Shroff Chopra, 42, is Senior Partner - Shardul Amarchand Mangaldas & Co (SAMCO) and is involved in the Firm’s Competition Law Practice. We recognize that her appointment will fill the gap in legal expertise at the board level following Nand Gopal Khaitan’s tenure completion on 30 August 2024. Ms. Shwetambara Shardul Shroff Chopra’s clients include JK Group. In FY24, Shardul Amarchand Mangaldas advised Udaipur Cement Works Limited – a subsidiary - on its rights issue. SAMCO has also advised other group companies in the past. Given the presence of a business association, we believe there is a conflict of interest in her being appointed as an Independent Director. Ms. Shwetambara Shardul Shroff Chopra also serves on the board of Cavendish Industries Limited – subsidiary of group company JK Tyre, from September 2016. We will consider her overall association with the Group while computing her tenure. She will complete 10 years of association with the group during the proposed tenure. We do not support appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years anytime during the proposed tenure as we believe that this is not in line with the spirit of the regulations. The company must consider appointing her as a non-independent director.
  • Edelweiss Mutual FundJK group is a client of the candidate
  • Invesco Mutual FundMs. Shwetambara Shardul Shroff Chopra, 42, is Senior Partner - Shardul Amarchand Mangaldas & Co (SAMCO) and is involved in the Firm’s Competition Law Practice. We recognize that her appointment will fill the gap in legal expertise at the board level following Nand Gopal Khaitan’s tenure completion on 30 August 2024. Ms. Shwetambara Shardul Shroff Chopra’s clients include JK Group. In FY24, Shardul Amarchand Mangaldas advised Udaipur Cement Works Limited – a subsidiary - on its rights issue. SAMCO has also advised other group companies in the past. Given the presence of a business association, we believe there is a conflict of interest in her being appointed as an Independent Director. Ms. Shwetambara Shardul Shroff Chopra also serves on the board of Cavendish Industries Limited – subsidiary of group company JK Tyre, from September 2016. We will consider her overall association with the Group while computing her tenure. She will complete 10 years of association with the group during the proposed tenure. We do not support appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years anytime during the proposed tenure as we believe that this is not in line with the spirit of the regulations. The company must consider appointing her as a non-independent director
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  14 for4 against

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

• Approval for Increasing the Limits under Section 186 of the Companies Act, 2013 for giving loan and Guarantee, providing securities and making Investments.

  ›Against DSP Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund

  • DSP Mutual FundAs on 31 December 2023, JK Lakshmi Cement had made investments and given loans to body corporates amounting to Rs. 25.8 bn, utilizing 97.2% of its automatic limit under section 186. The company has executed a share purchase agreement for acquiring 85% equity shareholding of Agrani Cement Private Limited (Agrani) for a cash consideration of Rs. 3.3 bn, which is to be paid on the achievement of various milestones. Agrani and its three wholly owned subsidiaries are called Trivikram Consortium. Trivikram Consortium has been jointly granted Mining Rights in Assam having limestone reserves of ~335.0 mn tonnes. The Trivikram Consortium would be used for setting up a clinkerization unit of 1.0 mn tonnes and cement grinding unit of 1.5 mn tonnes. The acquisition will help the company diversify into the north-east region and bring export opportunities.Thus, JK Lakshmi Cement is seeking approval to increase intercorporate limits under section 186 to meet long term objectives, and to make investment in and provide corporate guarantee against borrowings of Trivikram Consortium. However, we do not support rolling limits (linked to net worth) and recommend that companies seek shareholder approval for a fixed quantum. Hence, we do not support the resolution.
  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Inadequate disclosures.
  • Invesco Mutual FundAs on 31 December 2023, JK Lakshmi Cement had made investments and given loans to body corporates amounting to Rs. 25.8 bn, utilizing 97.2% of its automatic limit under section 186. The company has executed a share purchase agreement for acquiring 85% equity shareholding of Agrani Cement Private Limited (Agrani) for a cash consideration of Rs. 3.3 bn, which is to be paid on the achievement of various milestones. Agrani and its three wholly owned subsidiaries are called Trivikram Consortium. Trivikram Consortium has been jointly granted Mining Rights in Assam having limestone reserves of ~335.0 mn tonnes. The Trivikram Consortium would be used for setting up a clinkerization unit of 1.0 mn tonnes and cement grinding unit of 1.5 mn tonnes. The acquisition will help the company diversify into the north-east region and bring export opportunities. Thus, JK Lakshmi Cement is seeking approval to increase intercorporate limits under section 186 to meet long term objectives, and to make investment in and provide corporate guarantee against borrowings of Trivikram Consortium. However, we do not support rolling limits (linked to net worth) and recommend that companies seek shareholder approval for a fixed quantum. Hence, we do not support the resolution

  12 for4 against
• Payment of remuneration/fees and extending facilities and benefits to Shri Bharat Hari Singhania as Chairman Emeritus and Strategic Advisor.

  ›Against Franklin Templeton Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The proposed payment is a deviation from market practice and stands out as excessive given that Bharat Hari Singhania is no longer a board member, and in view of the limited role and responsibilities of the chairman emeritus, which is considered an honorary position in the Indian context. • There is no disclosed rationale to justify the significantly higher pay level as compared to other board members who, by virtue of their position, would be expected to have a greater role in mentoring and guiding the management. • The proposal will be valid for a period of five years and authorizes the company to alter the terms and conditions of his proposed payments, coupled with annual increment of up to 10%, which allows circumvention of the existing regulations applicable to non-executive directors on the board.
  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: No clarity on capacity in which proposed remuneration shall be paid.

  11 for3 against

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

• To receive, consider and adopt of the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2023 and the Reports of the Board of Directors and Auditors thereon.MoreLess

  16 for0 against
• To declare Dividend of ₹ 3.75 per Equity Share (75%) for the Financial Year ended 31st March 2023.

  16 for0 against
• Re-appointment and continuation of directorship of Shri Bharat Hari Singhania, Chairman as Director liable to retire by rotation

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: low attendance in AGMs, has Attended only 1 AGM out of 3 AGMs.

  14 for2 against
• Approval for payment of Remuneration to Shri Bharat Hari Singhania, Chairman for FY 2022-23

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundBharat Hari Singhania, promoter is Chairperson of the board. He was Managing Director till September 2021. SEBI LODR regulations require shareholders’ approval when the remuneration to a non-executive director exceeds 50% of the total annual remuneration payable to all non-executive directors. We understand that as promoter, he will play a material role in establishing strategic direction to the company. At a commission of Rs. 25 mn in his non-executive role, he will be paid more than the executive director on the board. We raise concern over the independence of the Nomination and Remuneration Committee (NRC): Bharat Hari Singhania is a member of the three-member NRC, whose other two members are tenured independent directors
  • Edelweiss Mutual FundMore explaination needed
  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: low attendance in AGMs, has Attended only 1 AGM out of 3 AGMs.
  • Nippon India Mutual FundRemuneration is high
  • SBI Mutual FundBharat Hari Singhania, promoter is Chairperson of the board. He was Managing Director till September 2021. SEBI LODR regulations require shareholders’ approval when the remuneration to a non-executive director exceeds 50% of the total annual remuneration payable to all non-executive directors. We understand that as promoter, he will play a material role in establishing strategic direction to the company. At a commission of Rs. 25 mn in his non-executive role, he will be paid more than the executive director on the board. We raise concern over the independence of the Nomination and Remuneration Committee (NRC): Bharat Hari Singhania is a member of the three-member NRC, whose other two members are tenured independent directors.

  10 for6 against
• Ratification of remuneration of M/s. R.J. Goel & Co., Cost Accountants, the Cost Auditor of the Company for the Financial Year 2023-24.

  16 for0 against
• Approval for enhancement of Borrowing limits under Section 180(1)(c) of the Companies Act, 2013.

  5 for0 against
• Approval for creation of Security under Section 180(1)(a) of the Companies Act, 2013.

  3 for0 against
• Approval for increasing the Limits under Section 186 of the Companies Act, 2013 for making Investments, giving Loans, providing Guarantees, etc.

  ›Against Baroda BNP Paribas Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Baroda BNP Paribas Mutual FundGovernance Concern: Omnibus approval; Inadequate disclosure.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution warranted on the following concerns there is lack of information on the entities to which the company would be extending the loans, guarantee or subscribing to the securities.
  • HSBC Mutual FundThere is insufficient disclosure of relevant information.

  0 for3 against

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

• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2022 and the Reports of the Board of Directors and Auditors thereon.MoreLess

  9 for0 against
• To declare Dividend of ₹ 5 per Equity Share (100%) for the Financial Year ended 31st March 2022.

  9 for0 against
• To appoint a Director in place of Dr. Raghupati Singhania (DIN: 00036129), who retires by rotation and being eligible, has offered himself for nre-appointment.

  ›Against HSBC Mutual Fund, Nippon India 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.
  • Nippon India Mutual FundOrdinary resolution for director above 75 years age

  7 for2 against
• Ratification of remuneration of nM/s. R.J. Goel & Co., Cost Accountants, the Cost Auditor of the Company for the Financial Year 2022-23.

  9 for0 against
• Appointment of Shri Sadhu Ram Bansal (DIN: 06471984), as an Independent Director of the Company for a term of three consecutive years with effect from 1st July, 2022.

  9 for0 against
• Appointment of Shri Arun Kumar Shukla (DIN: 09604989), as Director of the Company, liable to retire by rotation.

  ›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.

  8 for1 against
• Appointment of Shri Arun Kumar Shukla (DIN: 09604989) as ‘President & Director’ of the Company for a period of three years w.e.f. 1st August 2022.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote against this resolution is warranted because: -The board independence norms are not met (after ISS re-classification) and Arun Kumar Shukla is a non-independent director nominee. -The company has not disclosed the quantum of performance linked incentive which Arun Kumar Shukla will be entitled to receive or the performance metrics on which such incentive would be based. This could lead to discretionary payouts. - He will be paid the proposed remuneration irrespective of the company's financials and performance for the rest of his tenure.

  7 for1 against
• Approval for enhancement of Borrowing limits under Section 180(1)(c) of the Companies Act, 2013.

  2 for0 against
• Approval for creation of Security under Section 180(1)(a) of the Companies Act, 2013.

  1 for0 against
• Approval of Material Related Party Transaction with Udaipur Cement Works Ltd., upto Rs. 1500 Crore in each Financial Year, for a period of five Financial Years.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundOmnibus approval for more than one year

  8 for1 against

• Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2021 and the Reports of the Board of Directors and Auditors thereon.

  14 for0 against
• Declaration of Dividend @ ₹ 3.75 per Equity Share (75%) for the Financial Year ended 31st March 2021.

  14 for0 against
• Re-appointment of Smt. Vinita Singhania (DIN: 00042983) as a Director liable to retire by rotation and being eligible, has offered herself for re-appointment.

  14 for0 against
• Ratification of remuneration of M/s. R.J. Goel & Co., Cost Accountants, the Cost Auditor of the Company for the Financial Year 2021-22, of ₹ 1,75,000/- p.a.

  14 for0 against
• Re-appointment of Smt. Vinita Singhania (DIN: 00042983) as Managing Director of the Company for a period of five years w.e.f. n1st August 2021.

  ›Against Bank of India Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundFor FY21, remuneration paid to Vinita Singhania was Rs. 190. 7 mn. Her proposed pay estimated to range between Rs. 199. 3 mn and Rs. 224. 8 mn, is higher than peers and not commensurate with the size and scale of business. The company must disclosure parameters for variable pay, cap the total incentive in absolute amounts and define performance metrics that determine variable.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: - The company has not disclosed the quantum of performance linked incentive which the executive will be entitled to receive or the performance metrics on which such incentive would be based. This could lead to discretionary payouts. - The estimated pay is aggressively positioned when compared to market peers and industry standard. - There is lack of sufficient justification for the proposed minimum remuneration in the event of loss or inadequacy of profits.
  • LIC Mutual FundNo absolute cap placed on variable pay nor on total remuneration, Board discretion to vary the remuneration, skewed remuneration
  • Nippon India Mutual FundRemuneration is high

  10 for4 against
• Continuation of Dr. Raghupati Singhania (DIN: 00036129), who would be attaining the age of 75 years as on 8th December 2021 as ‘Non-executive, Non-Independent Director’, liable to retire by rotation.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (based on reclassification), and the nominee is a non-independent director nominee. Also, the nominee is a non-independent member of audit committee where less than half of the committee is independent.

  13 for1 against
• Adoption of new set of Articles of Association in substitution of existing Articles of Association with a view to align it with the provisions of the Companies Act, 2013.

  ›Against LIC Mutual Fund

  • LIC Mutual FundGovernance concern: Sole discretion of the Board to appoint and decide remuneration of Chairman Emeritus

  13 for1 against
• Entering into Material Related Party Transactions with Udaipur Cement Works Ltd., upto an amount not exceeding ₹ 1,400 Crore in the aggregate, during the four Financial Years commencing from 1st April 2021 and ending on 31st March 2025.MoreLess

  14 for0 against
• Re-appointment of Ambassador Bhaswati Mukherjee (DIN: 07173244), as an Independent Director for second term of five consecutive years w.e.f. 28th March 2022.

  14 for0 against
• Continuation of Shri Bharat Hari Singhania (DIN: 00041156), Chairman, aged 83 years, as a ‘Non-Executive, Non-Independent Director’ of the Company, w.e.f. 1st October 2021, liable to retire by rotation.MoreLess

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (based on reclassification), and the nominee is a non-independent director nominee. Also, the nominee is a non-independent member of remuneration committee where less than half of the committee is independent.

  13 for1 against
• Payment of remuneration by way of commission or otherwise to the Non-executive Directors other than the Managing Director(s) and Whole-time Director(s), including the Independent Directors of the Company, not exceeding 3% of the annual net profits of the Company commencing from Financial Year 2021-22, subject to the limit of overall maximum managerial remuneration specified in Section 197(1) of the Companies Act, 2013.MoreLess

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, HSBC Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundThe commission paid in the past to NEDs has ranged from 0. 4% to 0. 6% of standalone PBT. The company proposes to increase the commission threshold to 3% of profits from the current 1% to accommodate increase in commission payouts once Bharat Hari Singhania becomes non-executive. We raise additional concern over aggregate board pay, which was high for the size of business at Rs. 443. 1 in FY21 and accounted for 8% of that year’s pre-tax profits. Therefore, we do not support the increase in commission levels to 3% of profits. The company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution. The company must consider setting a cap in absolute terms on the commission payable.
  • HSBC Mutual FundA vote AGAINST this resolution is desired as this is a case of Non-Executive Director participating in incentive schemes, which should be dissuaded.

  11 for3 against