The Ramco Cements MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 11 Mar 2025, 23 fund houses

• To approve appointment of Mrs.Soundara Kumar (DIN : 01974515) as a Non-Executive Independent Director on the Board of the Company.

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, WhiteOak Capital Mutual Fund

  • Axis Mutual Fund, WhiteOak Capital Mutual FundMs. Soundara Kumar, 70, has over 39 years of banking experience with SBI. She has served as the Managing Director of State Bank of Indore from 2008 to 2010, now merged with SBI. She has also served as President and Chief Executive Officer, State Bank of India (California), subsidiary of SBI, CEO of Los Angeles Agency of SBI and Deputy Managing Director and Group Executive of Stressed Assets Management Group of SBI. Through this resolution, the company also seeks shareholder approval for her continuation on the board once she attains 75 years of age during her current tenure on 15 August 2029, as required under SEBI’s LODR. She has been an independent director on the board of group companies - Ramco Systems Limited, since 27 March 2015 and Rajapalayam Mills Limited, since 27 August 2015. We will consider her overall association with the Ramco group while computing her tenure. She will complete ten years of association with the Ramco Group during the proposed tenure from 19 March 2025. We do not support the rotation of Independent Directors within the group 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. We do not support the resolution.
  • Bajaj Finserv Mutual FundAppointment is compliant with the law. No concerns on the merit of the appointee. Governance Concern: The proposed appointment will lead to prolonged association with Group. "The Company is seeking shareholders’ approval for the appointment of Mrs. Soundara Kumar as an independent director of the company through a special resolution for a term of consecutive five years w.e.f. 19th March, 2025 to 18th March, 2030. The Company is also seeking approval in compliance with regulation 17(1A) of SEBI (LODR), 2015 as during the proposed tenure Mrs. Soundara Kumar will be attaining the age of 75 years on 15th August 2029. Mrs. Soundara Kumar, 70 years, holds a bachelor's degree in Maths and is a Certified Associate of the Indian Institute of Banking and Finance (CAIIB). She joined State Bank of India as a Direct Recruit Officer and had worked for 39 years in State Bank of India from 1975 to 2014 with various responsibilities including managing Banks business. She served as the Managing Director of State Bank of Indore from 2008 to 2010 and ensured smooth merger of State Bank of Indore with State Bank of India. She had also served as President and Chief Executive Officer, State Bank of India (California), subsidiary of SBI and CEO of Los Angeles Agency of SBI. She had also served as Deputy Managing Director and Group Executive of Stressed Assets Management Group of State Bank of India. She headed Wholesale Banking Credit Committee at Corporate Centre, for over three years, evaluating high value commercial credit proposals including project finance for infrastructure. She also headed Credit Committees at State Bank of Indore, SBI Bangalore Circle and served on the Boards of SBI Factors, ARCIL, SBICI (State Bank of India Commercial and International Bank Ltd.) and CERSAI (Central Registry of Securitization Asset Reconstruction and Securities Interest). We have not identified any concerns regarding the time committment and profile of the director. It is noted that Mrs. Soundara Kumar is associated with Rajapalayam Mills Ltd and Ramco Systems Limited in the capacity of an Independent director since 27th August, 2015 and 27th March, 2015 respectively and both the Companies are associate company of The Ramco Cement Limited. She will be completing her second term as an ID on the board of Rajapalayam Mills Ltd on 26th August, 2025 and Ramco Systems Limited on 26th March, 2025 (as mentioned in the notice).The proposed appointment will cause the aggregate association of Mrs. Soundara Kumar with the group exceeding 10 years. While, compliant with the law, However, such prolonged tenure with the group company, may vitiate independence of the ID. While we acknowledge that the proposed appointment is legally compliant, we believe that such prolonged association with the Group Company does not align with best practices. As a company committed to ESG goals, it is important to set an example by adhering to the highest standards of governance. Therefore, we are voting against the resolution. "
  • Bandhan Mutual Fund, Groww Mutual FundAppointment is compliant with the law. No concerns on the merit of the appointee. Governance Concern: The proposed appointment will lead to prolonged association with Group.
  • Edelweiss 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. Governance Concern: Proposed term will lead to Prolonged association with the Group.
  • HDFC Mutual FundWith the proposed tenure, association with the group will cross 10 years. We believe that this is not in line with the spirit of the regulations.
  • ICICI Prudential Mutual FundThe proposed director has been an independent director on the board of group companies - Ramco Systems Limited, since 27 March 2015 and Rajapalayam Mills Limited, since 27 August 2015. Given the long association with the group, the AMC has voted against the resolution.
  • Invesco Mutual FundMs. Soundara Kumar, 70, has over 39 years of banking experience with SBI. She has served as the Managing Director of State Bank of Indore from 2008 to 2010, now merged with SBI. She has also served as President and Chief Executive Officer, State Bank of India (California), subsidiary of SBI, CEO of Los Angeles Agency of SBI and Deputy Managing Director and Group Executive of Stressed Assets Management Group of SBI. Through this resolution, the company also seeks shareholder approval for her continuation on the board once she attains 75 years of age during her current tenure on 15 August 2029, as required under SEBI’s LODR. She has been an independent director on the board of group companies - Ramco Systems Limited, since 27 March 2015 and Rajapalayam Mills Limited, since 27 August 2015. We will consider her overall association with the Ramco group while computing her tenure. She will complete ten years of association with the Ramco Group during the proposed tenure from 19 March 2025. We do not support the rotation of Independent Directors within the group 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. We do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the Candidate
  • PPFAS Mutual FundThe proposed term will lead to prolonged association.

  11 for12 against

Mutual fund votes, meeting of 16 Aug 2024, 24 fund houses

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

• Adoption of Company’s Separate and Consolidated Audited Financial Statements for the year ended 31st March 2024

  21 for0 against
• Declaration of dividend for the year 2023-2024 at the rate of Rs.2.50/- per share

  23 for0 against
• Reappointment of Shri.P.R.Venketrama Raja, as a Director, liable to retire by rotation

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

  • Baroda BNP Paribas Mutual FundRe-appointment compliant with law. Governance Concern: Remuneration paid is Excessive compared to peers as also compared to benchmark. Remuneration is high compared to peerset and though it is more variable it is still high
  • Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundRe-appointment compliant with law. Governance Concern: Remuneration paid is Excessive compared to peers as also compared to benchmark.
  • PPFAS Mutual FundExcessive remuneration.
  • Zerodha Mutual FundGovernance Concern: Remuneration paid is Excessive compared to peers as also compared to benchmark.

  16 for7 against
• Reappointment of Dr.M.S.Krishnan (DIN: 08539017) as Independent Director for a period 5 years from 03.09.2024 to 02.09.2029

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund

  • Axis Mutual Fund, DSP Mutual FundDr. M.S. Krishnan, 60, is the Accenture Chair Professor of Computer Information Systems and Professor of Technology and Operations at the Ross Business School, University of Michigan. He has also been the Associate Dean for global initiatives, executive programs and action-based learning at the Ross Business School. He has been on the board of Ramco Cement Limited since September 2019. He has attended 38% (3 out of 8) board meetings held in FY24 and 65% (11 out of 17) of board meetings in the last three financial years. We expect directors to take their responsibilities seriously and attend all board meetings, we have a threshold of 75% attendance at the board meetings in the three years prior to re-appointment. While his reappointment is in line with statutory regulations, we are unable to support the reappointment given his low attendance.
  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Low attendance.
  • Baroda BNP Paribas Mutual FundCompliant with law. Governance Concern: Low attendance. No issue on profile; Accenture Chair Professor of Computer Information Systems and Professor of Technology and Operations at the Ross Business School but attendance is poor at 38%
  • Invesco Mutual FundDr. M.S. Krishnan, 60, is the Accenture Chair Professor of Computer Information Systems and Professor of Technology and Operations at the Ross Business School, University of Michigan. He has also been the Associate Dean for global initiatives, executive programs and action-based learning at the Ross Business School. He has been on the board of Ramco Cement Limited since September 2019. He has attended 38% (3 out of 8) board meetings held in FY24 and 65% (11 out of 17) of board meetings in the last three financial years. We expect directors to take their responsibilities seriously and attend all board meetings, we have a threshold of 75% attendance at the board meetings in the three years prior to re-appointment. While his reappointment is in line with statutory regulations, we are unable to support the reappointment given his low attendance
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  14 for9 against
• Ratification of remuneration of Rs.7,00,000/- (exclusive of GST and out of pocket expenses) to M/s.Geeyes & Co., Cost Accountants, Cost Auditors of the Company, for the financial year 2024-25

  23 for0 against

Mutual fund votes, meeting of 28 Apr 2024, 24 fund houses

• To approve the employee stock option scheme, viz. THE RAMCO CEMENTS LIMITED EMPLOYEE STOCK OPTION SCHEME 2024 (TRCL ESOS 2024} with the aggregate shares underlying the stock option scheme as 15,00,000 (Fifteen lakhs only) equity shares of Rs.1/- each.MoreLess

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Taurus Mutual FundThe overall dilution of the scheme (for 1,500,000 options) is ~0.6% on the expanded capital base. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. In the current case, the exercise price is fixed at Rs. 200 per option which implies a significant discount of 76% to the current market price of Rs. 840.5 (closing price on 10 April 2024). Given the exercise price is fixed, the discount can increase if the market price goes up from the current level. Further, the vesting of options is time based such that the options granted shall vest so long as the employee continues to be in the employment of the company. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. We believe as a good practice companies should grant stock options at market price or the options should have a performance based vesting with clearly defined performance metrics.
  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with the law. Governance Concern: Potential excessive benefits per employee.
  • Edelweiss Mutual FundLeading to diultion
  • Franklin Templeton Mutual Fund, HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the current market price. • The exact performance criteria as well as targets for vesting have not been disclosed, in absence of which it is difficult to ascertain if the performance targets will be sufficiently or not.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundThe overall dilution of the scheme (for 1,500,000 options) is ~0.6% on the expanded capital base. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. In the current case, the exercise price is fixed at Rs. 200 per option which implies a significant discount of 76% to the current market price of Rs. 840.5 (closing price on 10 April 2024). Given the exercise price is fixed, the discount can increase if the market price goes up from the current level. Further, the vesting of options is time based such that the options granted shall vest so long as the employee continues to be in the employment of the company. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. We believe as a good practice companies should grant stock options at market price or the options should have a performance based vesting with clearly defined performance metrics
  • Kotak Mahindra Mutual FundThe overall dilution of the scheme (for 1,500,000 options) is ~0.6% on the expanded capital base. Here the exercise price is at a significant discount (>20%) to market price and is fixed at Rs. 200 per option. This implies a significant discount of 76% to the current market price of Rs. 840.5 (closing price on 10 April 2024). Given the exercise price is fixed, the discount can increase if the market price goes up from the current level. Further, the vesting of options is time based such that the options granted shall vest so long as the employee continues to be in the employment of the company. The inherent assumption of the scheme is that there could be possible downside risks and that employees may not be rewarded in case of adverse stock price movements. The company should grant stock options at market price or the options should have a performance based vesting with clearly defined performance metrics. Hence voting against.
  • LIC Mutual FundThe ESOP Scheme permits granting of all stock options to even a single employee. This may make the compensation potentially excessive.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundPotential excessive benefits Per employee
  • Zerodha Mutual FundPotential Excessive benefits per employee through ESOP, hence concern.

  5 for18 against

  1 abstained

Mutual fund votes, meeting of 24 Feb 2024, 23 fund houses

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

• To approve appointment of Shri.CK.Ranganathan (DIN : 00550501) as a Non-Executive Independent Director on the Board of the Company.

  22 for0 against
• To approve appointment of Shri.Ajay Bhaskar Baliga (DIN : 00030743) as a Non-Executive Independent Director on the Board of the Company.

  23 for0 against
• To approve appointment of Shri.R.Dinesh (DIN : 00363300) as a Non-Executive Non-Independent Director on the Board of the Company.

  22 for0 against

Mutual fund votes, meeting of 30 Sep 2023, 16 fund houses

• To approve continuation of Directorship of Shri.M.B.N.Rao (DIN 00287260) as Non-Executive Independent Director beyond the age of 75 years in his current tenure

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundMB N Rao, 75 is former CMD Indian Bank and Former CMD of Canara Bank. He is serving on the board since 5 August 2009. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders by a special resolution. M B N Rao attained the age of 75 years on 19 June 2023. While we do not consider age to be a criterion for board memberships, the company should have sought shareholder approval for his continuation on or before 19 June 2023. However, he has been an Independent Director on the company’s board for 14 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we consider him as non independent due to his long association (>10 years) with the company. The company must reappoint him as Non-Executive Non-Independent Director.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundNo concern on profile. Non-compliant with SEBI LODR Regulations: Delayed approval for continuation beyond 75 years of age. Governance Concern: Prolonged association.
  • Edelweiss Mutual FundAge beyond 75 years
  • HSBC Mutual FundWe have concerns about insufficient independence on the Audit committee.We are voting against this longest serving non-executive director as we have concerns about the company's management of nature-related risks.
  • ICICI Prudential Mutual FundShareholders approval is required for continuation of an Independent Director upon attaining 75 years. The director has been on the company’s board as an Independent director for 14 years. Given the long association it may impact the independence of an Individual. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundMB N Rao, 75 is former CMD Indian Bank and Former CMD of Canara Bank. He is serving on the board since 5 August 2009. Amendments in SEBI’s LODR require directors having attained the age of 75 to be approved by shareholders by a special resolution. M B N Rao attained the age of 75 years on 19 June 2023. While we do not consider age to be a criterion for board memberships, the company should have sought shareholder approval for his continuation on or before 19 June 2023. However, he has been an Independent Director on the company’s board for 14 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we consider him as non independent due to his long association (>10 years) with the company. The company must reappoint him as Non-Executive Non-Independent Director
  • Kotak Mahindra Mutual FundMBN Rao, 75 has over four decades of experience in Banking and Finance, Economics, Money and Capital Markets etc. Retired as Chairman-Managing Director of Canara Bank. He is serving on the board since 5 August 2009. Amendments in SEBI s LODR require directors having attained the age of 75 to be approved by shareholders by a special resolution. M B N Rao attained the age of 75 years on 19 June 2023. He has been an Director on the company board for close to 14 years, we believe that the length of tenure is inversely proportionate to the independence of a director. If the company believes that it will benefit from him serving on the board, it must reappoint him as a Non-Independent director. Hence voting against .
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  6 for10 against

Mutual fund votes, meeting of 10 Aug 2023, 16 fund houses

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

• Adoption of Company’s Separate and Consolidated Audited Financial Statements for the year ended 31st March 2023

  14 for0 against
• Declaration of dividend for the year 2022-2023 at the rate of Rs.2/- per share

  16 for0 against
• Reappointment of Shri.P.R.Venketrama Raja, as a Director, liable to retire by rotation

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundRe-appointment compliant with law. Governance Concern: Remuneration paid and proposed is Excessive compared to peers as also compared to benchmark.

  15 for1 against
• Increasing the borrowing limit, so that the total outstanding borrowings shall not exceed Rs.10,000 crores

  15 for0 against
• Ratification of remuneration of Rs.6,50,000/- (exclusive of GST and out of pocket expenses) to M/s.Geeyes & Co., Cost Accountants, Cost Auditors of the Company, for the financial year 2023-24

  16 for0 against