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

Mutual fund votes, meeting of 12 Oct 2025, 1 fund house

• To approve the appointment of Mr. Alok Dhir (DIN: 00034335) as Non-Executive Independent Director of the Company for the term of 5 (Five) consecutive years commencing from November 1, 2025 and ending on October 31, 2030, not liable to retire by rotation.MoreLess

  ›Against Zerodha Mutual Fund

  • Zerodha Mutual FundCompliant with law. No concern on the Profile of the Director. Transparency concern: Transparency concern regarding the proposed appointment on account of clarification required regarding the service arrangement identified between the Company and the firm whether the proposed ID is interested. In absence of relevant details, a decision cannot be made on whether the observed relationship has a potential to have implications over the independence.

  0 for1 against
• To borrow, from time to time, any sum or sums of moneys at its discretion on such terms and conditions as the Board may deem fit, not with standing that the moneys to be borrowed by the Company together with the moneys already borrowed (apart from temporary loans, advances and deposits obtained in the ordinary course of business), from the financial institutions, Company's bankers, and / or from any persons, firms, bodies corporate whether by way of loans, advances, deposits, bill discounting, issue of debentures, bonds or any financial instruments or otherwise and whether secured or unsecured which may exceed the aggregate of the paid-up share capital and free reserves of the Company not set apart for any specific purpose, provided that the maximum amount of moneys so borrowed and outstanding at any time shall not exceed Rs. 15,000 Crore.MoreLess

  1 for0 against
• To create mortgage(s)/ charge(s)/ hypothecation(s) in any manner whatsoever on all or any of the immovable and movable properties of the Company, present and future, of the whole or substantially the whole of the undertaking of the Company, ranking first, exclusive, pari passu and/or subordinate to the mortgages/ charges/ hypothecations already created or to be created in future by the Company, for securing any loans and/or debentures and/or advances and/or guarantees and/or any financial assistance obtained or to be obtained from financial institutions, banks, machinery suppliers and/or any other persons or institutions (including trustees for Term Loan/ Debenture holders/ Bond holders FCCB holders), with power to take over the management and concern thereof in certain events of default, and at such times and in such form and manner, as the Board may deem fit, so that the total outstanding amount secured at any time does not exceed Rs. 15,000 Crore.MoreLess

  1 for0 against

Mutual fund votes, meeting of 18 Jul 2025, 30 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 Audited Standalone Fin ancial Statements of the Company for the Financial Year end ed 31 March 2025, together with the Reports of the Directors and Auditors thereon. b. the Audited Consolidated Financial S tatements of the Company for the Financial Year ended 31 M arch 2025, together with the Report of the Auditors thereon.MoreLess

  28 for0 against
• To approve and confirm final dividend of Rs.15 per equity sh are 150 percentage for the Financial year 2024 25.

  30 for0 against
• To re-appoint Mr. Paul Heinz Hugentobler (aged about 76 ye ars) (DIN 00452691), who retires by rotation at this AGM in terms of Section 152(6) of the Companies Act, 2013 and prov isions of Article 90 of the Articles of Association of the Comp any.MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance issue: Appointee holds directorship in an entity that is engaged in similar line of business.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Trust Mutual Fund, Zerodha Mutual FundCompliant with law. Governance issue: Appointee holds directorship in an entity that is engaged in similar line of business.
  • Kotak Mahindra Mutual FundPaul Heinz Hugentobler, 76, was CEO - Siam City Cement Public Company Limited. He has over 40 years of experience in the cement industry. No concern has been identified with the time commitments and profile of the director. However, Paul Heinz Hugentobler has been serving as an Independent Director on the board of Dalmia Bharat Limited since 1 July 2023. We note that J.K Cement Limited and Dalmia Bharat Limited operate in the same industry and in a similar geographical presence. Although well qualified, we do not support his reappointment due to the potential conflict of interest. Hence voting against.
  • Nippon India Mutual FundAppointee holds directorship in an entity that is engaged in similar line of business.
  • Tata Mutual FundThe appointment is compliant with law. However, appointee holds directorship in Dalmia Bharat Ltd which is also in cement business. Such directorship may lead to conflict-of-interest situations and must be avoided in our view.

  17 for13 against
• To Appoint the Secretarial Auditor for a term of 5 (five) years from 1st April 2025 to 31st March, 2030.

  ›Against Groww Mutual Fund

  • Groww Mutual FundCompliant with law. No concern on merit of the proposed Secretarial Auditors. Transparency Concern: Outgoing / Previous Auditors’ remuneration not disclosed to ascertain any material change in the audit fee.

  27 for1 against
• To ratify the remuneration payable to Ms.K.G. Goyal and Com pany the Cost Auditors for the Financial Year ending 31st Ma rch 2026.

  30 for0 against
• To approve the continuation of Directorship of Mr. Paul Heinz Hugentobler aged about 76 years (DIN 00452691).

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund, Trust Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance issue: Appointee holds directorship in an entity that is engaged in similar line of business.
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Trust Mutual Fund, Zerodha Mutual FundCompliant with law. Governance issue: Appointee holds directorship in an entity that is engaged in similar line of business.
  • Kotak Mahindra Mutual FundPaul Heinz Hugentobler, 76, was CEO - Siam City Cement Public Company Limited. He has over 40 years of experience in the cement industry. No concern has been identified with the time commitments and profile of the director. However, Paul Heinz Hugentobler has been serving as an Independent Director on the board of Dalmia Bharat Limited since 1 July 2023. We note that J.K Cement Limited and Dalmia Bharat Limited operate in the same industry and in a similar geographical presence. Although well qualified, we do not support his reappointment due to the potential conflict of interest. Hence voting against.
  • Nippon India Mutual FundAppointee holds directorship in an entity that is engaged in similar line of business.
  • Tata Mutual FundThe appointment is compliant with law. However, appointee holds directorship in Dalmia Bharat Ltd which is also in cement business. Such directorship may lead to conflict-of-interest situations and must be avoided in our view.

  17 for13 against

Mutual fund votes, meeting of 30 Sep 2024, 24 fund houses

• To approve alteration in the Memorandum of Association of the Company

  24 for0 against
• To approve alteration in the Articles of Association of the Company.

  24 for0 against
• To re-appoint Mr. Ajay Kumar Saraogi (DIN: 00130805) as Deputy Managing Director and Chief Financial Officer (CFO) ofthe Company.

  ›Against Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bank of India Mutual FundAjay Kumar Saraogi, 67, is part of the promoter group and Deputy Managing Director and CFO of the company since 17 June 2020. In FY24, he received Rs. 96.7 mn which was 109x the median employee remuneration, which is high for the size of the company and not comparable to peers. We estimate his annual proposed remuneration at Rs. 112.8 mn which remains high for the size of the business and not comparable to peers. His remuneration terms include a performance linked incentive capped at 25% of annual basic pay. However, there are no performance metrics that will determine the payout as defined in the resolutions for other promoter executive directors. The remuneration structure also contains reimbursement of medicals expenses for self and family as well as leave travel concession for self and family without any ceiling limit. We believe these expenses are personal in nature and should be borne by the directors themselves. The aggregate promoter remuneration in FY24 was Rs. 582.4 mn, which is high in absolute terms. Further, the aggregate remuneration equates to ~4.8% of pre-tax standalone profits and 8.2% of standalone employee benefit expenses, which is significantly high. While we support his reappointment, we do not support his remuneration terms.
  • Groww Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on the merits of the proposed appointee. Governance concern: Holding two full-time positions.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Invesco Mutual FundAjay Kumar Saraogi, 67, is part of the promoter group and Deputy Managing Director and CFO of the company since 17 June 2020. In FY24, he received Rs. 96.7 mn which was 109x the median employee remuneration, which is high for the size of the company and not comparable to peers. We estimate his annual proposed remuneration at Rs. 112.8 mn which remains high for the size of the business and not comparable to peers. His remuneration terms include a performance linked incentive capped at 25% of annual basic pay. However, there are no performance metrics that will determine the payout as defined in the resolutions for other promoter executive directors. The remuneration structure also contains reimbursement of medicals expenses for self and family as well as leave travel concession for self and family without any ceiling limit. We believe these expenses are personal in nature and should be borne by the directors themselves. The aggregate promoter remuneration in FY24 was Rs. 582.4 mn, which is high in absolute terms. Further, the aggregate remuneration equates to ~4.8% of pre-tax standalone profits and 8.2% of standalone employee benefit expenses, which is significantly high. While we support his reappointment, we do not support his remuneration terms
  • Nippon India Mutual FundRemuneration is high

  18 for6 against

Mutual fund votes, meeting of 19 Jul 2024, 25 fund houses

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

• To receive, consider and adopt audited standalone and consolidated financial statements for the year ended 31.3.2024

  23 for0 against
• To approve and confirm final dividend of Rs.20 (including Rs.5 as a special dividend) per equity share (200 %) for the financial year ended 31.3.2024

  25 for0 against
• To appoint a Director in place of Dr. Nidhipati Singhania, (aged about 65 years) (DIN 00171211), who retires by rotation at this Annual General Meeting in terms of Section 152(6) of the Companies Act, 2013 and provisions of Article 90 of the Articles of Association of the Company and being eligible, offers himself for re-appointment.MoreLess

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

  • Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundDr. Nidhipati Singhania, 65, is part of the promoter group and is the father of Raghavpat Singhania (MD) and Madhavkrishna Singhania (Joint MD and CEO). He is Non-Executive Vice-Chairperson of the board and has been on the board of the company since 28 May 2021. He is also Vice President at J.K. Organisation. He attended all six board meetings in FY24. We note that he is a member of the Audit Committee (AC). His membership has the potential to create situations of conflict of interest. We believe that the AC must comprise only of non-tenured independent directors. Further, the board consists of fourteen directors of which, five are promoter directors (five including Nidhipati Singhania), including three executive directors. Though having numerous family members on the board is not unusual in India, we find that five family members on the board is excessive. Therefore, we do not support his reappointment.

  22 for3 against
• Ratification of remuneration to the Cost Auditors for the financial year ended 31 March 2025

  25 for0 against
• Approval for issuance of Non-Convertible Debentures (NCDs)on a private placement basis.

  25 for0 against
• Approval of Re-appointment of Dr. Raghavpat Singhania (DIN: 02426556) as Managing Director of the Company for five years w.e.f. 17.06.2025.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on merit of Director. Governance concern: Skewed remuneration, No absolute cap on commission, Holding 3 full time positions. Non compliant board with retirement by rotation provision under Section 152 of the Companies Act, 2013
  • Bank of India Mutual Fund, Sundaram Mutual FundDr. Raghavpat Singhania, 39, is part of the promoter group and Managing Director of the company since 31 August 2020. In FY24, he received Rs. 246.0 mn which was 276.0x the median employee remuneration, which is high for the size of the company and not comparable to peers. The proposed resolution is open-ended, with commission at upto 2% of profits. We estimate FY25 remuneration in excess of Rs. 300 mn, which remains high for the size of the business and not comparable to peers. The board must cap the maximum about of remuneration that will be paid to Dr. Raghavpati Singhania. The remuneration structure contains reimbursement of medicals expenses for self and family as well as leave travel concession for self and family without any ceiling limit. We believe these expenses are personal in nature and should be borne by the directors themselves. The aggregate promoter remuneration in FY24 was Rs. 582.4 mn, which is high in absolute terms. Further, the aggregate remuneration equates to ~4.8% of pre-tax standalone profits and 8.2% of standalone employee benefit expenses, which is significantly high.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual Fundvote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • There is no absolute cap on the commission element or his overall pay. • The performance metrics, targets and thresholds for determining commission and performance linked incentive have not been disclosed. • There are concerns on the alignment of executive pay with the performance of the company. • There is an increase of c. 300 percent in the proposed fixed salary of the executive compared to the past structure, without a compelling rationale.
  • ICICI Prudential Mutual FundDr. Raghavpat Singhania, 39, is part of the promoter group and Managing Director of the company since 31 August 2020. In FY24, he received Rs. 246.0 mn which was 276.0x the median employee remuneration, which is high for the size of the company. The proposed resolution is open-ended, with commission of upto 2% of profits. The aggregate promoter remuneration in FY2024 was Rs. 582.4 million which is high in absolute terms. Hence, the AMC has voted agaisnt the resolution.
  • Nippon India Mutual FundNo absolute cap on commission
  • Tata Mutual FundGovernance concern: We estimate FY25 remuneration in excess of Rs. 300 mn, which is high for the size of the business and not comparable to peers. Also, the aggregate promoter remuneration in FY24 was Rs. 582.4 mn, which is high in absolute terms. Further, the aggregate remuneration equates to ~4.8% of pre-tax standalone profits and 8.2% of standalone employee benefit expenses, which is significantly high.
  • Zerodha Mutual FundSkewed Remuneration, no absolute cap on commission, holding 3 full time positions, Non compliant board w.r.t. retiring Directors.

  12 for13 against
• Approval for Re-appointment of Mr. Madhavkrishna Singhania (DIN: 07022433) as Joint Managing Director and Chief Executive Officer of the for five years w.e.f. 17.06.2025.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on merit of Director. Governance concern: Skewed remuneration, No absolute cap on commission. Non compliant board with retirement by rotation provision under Section 152 of the Companies Act, 2013.
  • Bank of India Mutual Fund, Sundaram Mutual FundMadhavkrishna Singhania, 35, is part of the promoter group and being appointed Joint MD & CEO. He received Rs. 239.7 mn in FY24 which was 269.0x the median employee remuneration. Based on his reappointment terms, we estimate his annual remuneration at Rs. 429.3 mn. His remuneration is high in absolute terms and not commensurate with the size and scale of the company. The terms of remuneration are open-ended: Madhvakrishna Singhania will receive upto 2% of profits as commission. The board must cap the maximum amount of remuneration that will be paid to Madhavkrishna Singhania. The remuneration structure contains reimbursement of medicals expenses for self and family as well as leave travel concession for self and family without any ceiling limit. We believe these expenses are personal in nature and should be borne by the directors themselves. The aggregate promoter remuneration in FY24 was Rs. 582.4 mn, which is high in absolute terms. Further, the aggregate remuneration equates to ~4.8% of pre-tax standalone profits and 8.2% of standalone employee benefit expenses, which is significantly high.
  • Baroda BNP Paribas Mutual FundThe notice details salary at 4m/mth, perquisites/allowances at max 100% of pay and commission at 2% of net profit max and PLI at 50% hence caps are there. Hence, no concern seen.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • There is no absolute cap on the commission element or his overall pay. • The performance metrics, targets and thresholds for determining commission and performance linked incentive have not been disclosed. • There are concerns on the alignment of executive pay with the performance of the company. • There is an increase of c. 400 percent in the proposed fixed salary of the executive compared to the past structure, without a compelling rationale.
  • ICICI Prudential Mutual FundMr. Madhavkrishna Singhania, 35, is part of the promoter group and being appointed Joint MD & CEO. He received Rs. 239.7 million in FY2024 which was 269.0x the median employee remuneration, which is high for the size of the company. The proposed resolution is open-ended, with commission of upto 2% of profits. The aggregate promoter remuneration in FY24 was Rs. 582.4 mn, which is high in absolute terms. Hence, the AMC has voted against the resolution.
  • Mahindra Manulife Mutual FundGovernance concern: Skewed remuneration to promoter family member, No absolute cap on commission.
  • Nippon India Mutual FundNo absolute cap on commission
  • Tata Mutual FundGovernance concern: Based on the reappointment terms, we estimate annual remuneration at Rs. 429.3 mn which is high in absolute terms and not commensurate with the size and scale of the company. Also the aggregate promoter remuneration in FY24 was Rs. 582.4 mn, which is high in absolute terms. Further, the aggregate remuneration equates to ~4.8% of pre-tax standalone profits and 8.2% of standalone employee benefit expenses, which is significantly high.
  • Zerodha Mutual FundSkewed Remuneration, no absolute cap on commission, Non compliant board w.r.t. retiring Directors.

  10 for15 against

Mutual fund votes, meeting of 3 May 2024, 24 fund houses

• TO APPOINT MS. PRAVEEN MAHAJAN (DIN: 07138514) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

  24 for0 against
• TO APPOINT MR. RAKESH SETHI (DIN: 02420709) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

  24 for0 against
• TO ACCORD APPROVAL FOR INCREASE THE BORROWING LIMIT OF THE COMPANY

  24 for0 against
• TO ACCORD APPROVAL FOR CREATION OF CHARGE AND/OR MORTGAGE ON THE ASSETS OF THE COMPANY

  24 for0 against

Mutual fund votes, meeting of 11 Aug 2023, 20 fund houses

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

• Adoption of Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023

  18 for0 against
• To confirm dividend of Rs. 15 (150%) per Equity Shares of the Company for the FY 2022-23

  20 for0 against
• To appoint a Director in place of Mrs. Sushila Devi Singhania (DIN 00142549), who retires by rotation and being eligible, offers herself for re-appointment.

  20 for0 against
• Ratification of remuneration to the Cost Auditors for the financial year ended March 31, 2024.

  20 for0 against
• Issuance of Non-Convertible Debentures upto a limit of Rs. 500 Crores on a private placement basis from the conclusion of 29th AGM till one year.

  20 for0 against
• To approve the continuation of Directorship of Mrs. Sushila Devi Singhania aged about 87 years (DIN 00142549).

  20 for0 against
• To approve the continuation of Directorship of Mr. Paul Heinz Hugentobler aged about 74 years (DIN 00452691).

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • Axis Mutual FundPaul Heinz Hugentobler, 74, was CEO - Siam City Cement Public Company Limited, Bangkok and was associated with Holcim Limited as member of their Executive Committee. He has over 40 years of experience in the cement industry. He has been serving as non-executive director on the board of this company since 17 May 2014. He received remuneration of Rs. 12.3 mn in FY23 from the company, in professional capacity, excluding the commission and sitting fees paid. He attended all four board meetings held in FY23. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution. Paul Heinz Hugentobler will attain 75 years of age on 14 February 2024. We note that he is also an independent director on the board of Dalmia Bharat Limited since 1 July 2023. We note that J.K Cement Limited and Dalmia Bharat Limited operate in the same industry and a similar geographical presence. Although well qualified, we do not support his continuation due to the potential conflict of interest
  • Bank of India Mutual Fund, Sundaram Mutual Fund, Tata Mutual FundPaul Heinz Hugentobler, 74, was CEO - Siam City Cement Public Company Limited, Bangkok and was associated with Holcim Limited as member of their Executive Committee. He has over 40 years of experience in the cement industry. He has been serving as non-executive director on the board of this company since 17 May 2014. He received remuneration of Rs. 12.3 mn in FY23 from the company, in professional capacity, excluding the commission and sitting fees paid. He attended all four board meetings held in FY23. Amendments in SEBI’s LODR require directors having attained the age of seventy-five to be appointed by shareholders through a special resolution. Paul Heinz Hugentobler will attain 75 years of age on 14 February 2024. We note that he is also an independent director on the board of Dalmia Bharat Limited since 1 July 2023. We note that J.K Cement Limited and Dalmia Bharat Limited operate in the same industry and a similar geographical presence. Although well qualified, we do not support his continuation due to the potential conflict of interest.
  • Edelweiss Mutual FundAge on higher side and conflict of interest due to directorship another cement company

  15 for5 against
• Re-Appointment of Mrs. Deepa Gopalan Wadhwa (DIN 07862942) as an Independent Director of the Company for the second term of 5 years.

  20 for0 against
• Re-appointment of Mr. Ashok Sinha (DIN 00070477) as an Independent Director of the Company for the second term of 5 years.

  20 for0 against
• Re-appointment of Mr. Saurabh Chandra (DIN 02726077) as an Independent Director of the Company for the second term of 5 years.

  20 for0 against