Sagar Cements MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Jun 2025, 3 fund houses

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

• Adoption of audited stand-alone Financial Statements of the Company for the year ended 31st March, 2025 together with the reports of the auditors and directors thereon and the audited Consolidated Financial Statements of the Company for the year ended 31st March, 2025 together with the report of the auditors thereon as detailed in Item No.1 of the Notice of the AGM.MoreLess

  3 for0 against
• Re-appointment of retiring director, Shri. S. Sreekanth Reddy (DIN: 00123889) as detailed in Item No.2 of the Notice of the AGM.

  3 for0 against
• Re-appointment of retiring director, Smt. S. Rachana (DIN: 01590516) as detailed in Item No.3 of the Notice of the AGM

  3 for0 against
• Appointment of Auditors of the Company and to fix their remuneration as detailed in Item No.4 of the Notice of the AGM.

  1 for0 against
• Re-appointment of Smt. Onteddu Rekha (DIN: 07938776) as an Independent Director of the Company as detailed in Item No.5 of the Notice of the AGM

  3 for0 against
• Ratification of remuneration payable to Cost Auditors as detailed in Item No.6 of the Notice of the AGM.

  2 for0 against
• Appointment of Secretarial Auditors of the Company and to fix their remuneration as detailed in Item No.7 of the Notice of the AGM.

  1 for0 against

Mutual fund votes, meeting of 28 Nov 2024, 4 fund houses

• Appointment of Mr.Jens Van Nieuwenborgh (DIN: 07638244) as a Nominee Director of the Company

  ›Against Bandhan Mutual Fund

  • Bandhan Mutual FundNo concern identified on the merits of proposed appointee. Governance concern: Proposed appointment will lead to non-compliance Board w.r.t. Section 152 of the Companies Act, 2013.

  3 for1 against

Mutual fund votes, meeting of 26 Jun 2024, 7 fund houses

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

• Adoption of audited stand-alone Financial Statements of the Company for the year ended 31st March, 2024 together with the reports of the auditors and directors thereon and the audited Consolidated Financial Statements of the Company for the year ended 31st March, 2024 together with the report of the Auditors thereon.MoreLess

  6 for0 against
• Declaration of dividend @ Rs.0.70 per share (35%) on the equity shares of the Company for the FY 2023-2024

  6 for0 against
• To re-appoint Dr. S. Anand Reddy (DIN: 00123870), who retires by rotation as director and being eligible, offers himself for re-appointment.

  6 for0 against
• To re-appoint Shri John-Eric Bertrand (DIN: 06391176), who retires by rotation as director and being eligible, offers himself for re-appointment

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment complaint with the Law. Mr John Eric has already an appointed Alternate Director to attend on his behalf.
  • ICICI Prudential Mutual FundMr. John-Eric Bertrand, 46, is co-CEO of Ackermans & Van Haaren (AvH) and represents AVH Resources India Private Limited which holds 19.6% equity stake (on March 31, 2024) in the company. During FY2024, he attended 33% (2 out of 6) of the board meetings and 40.9% (9 out of 22) of the board meetings in the previous three years. Mr. Jens Van Nieuwenborgh is Alternate Director to Mr. John-Eric Bertrand and in FY2024 attended four meeting out of six meetings. The aforementioned director is a non-independent non-executive director, and is expected to attend board meetings, either via teleconference or videoconferencing solutions; instead relying on alternate directors. Hence, the AMC voted against the resolution.
  • Taurus Mutual FundJohn-Eric Bertrand, 46, is co-CEO of Ackermans & Van Haaren (AvH) and represents AVH Resources India Private Limited which holds 19.6% equity stake (on 31 March 2024) in the company. During FY24, he attended 33% (2 out of 6) of the board meetings and 40.9% (9 out of 22) of the board meetings in the previous three years. Jens Van Nieuwenborgh is Alternate Director to John-Eric Bertrand and in FY24 attended four meeting out of six meetings. We believe that elected directors must attend board meetings, either via teleconference or videoconferencing solutions; instead of relying on alternate directors. Therefore, we do not support the resolution.

  2 for5 against
• Ratification of remuneration payable to the Cost Auditors

  6 for0 against
• Re-appointment of Dr. S. Anand Reddy (DIN: 00123870) as Managing Director of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: No absolute cap on variable pay. Proposal to pay beyond SEBI LODR threshold of EDP remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundFixed pay is proposed to be increased. The remuneration structure is also open ended with commission at 4% on profits. Given the absence of a cap on commission, estimating the overall quantum of remuneration is difficult, hence the AMC voted against the resolution.

  1 for5 against
• Re-appointment of Shri S. Sreekanth Reddy (DIN: 00123889) as Joint Managing Director of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: No absolute cap on variable pay. Proposal to pay beyond SEBI LODR threshold of EDP remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundFixed pay is proposed to be increased. The remuneration structure is also open ended with commission at 4% on profits. Given the absence of a cap on commission, estimating the overall quantum of remuneration is difficult, hence the AMC voted against the resolution.
  • Taurus Mutual FundS. Sreekanth Reddy, 52, is Promoter and Joint Managing Director of Sagar Cements Limited and has been on the board since 2003. We raise concerns that remuneration structure is open ended with commission at 4% of profits. Given the absence of a cap on commission, we are unable to reliably estimate the overall quantum of his remuneration. His fixed pay comprising salary, perquisites and allowances is estimated at Rs. 50.5 mn and is higher than his overall FY24 pay of Rs. 34.0 mn. We also note that commission at 4% along with overall family remuneration of Rs. 71.1 mn (FY23), 23% of standalone profits is high. The company must cap his commission in absolute terms and disclose the performance parameters that will be used to determine commission payout.

  1 for6 against

Mutual fund votes, meeting of 7 Dec 2023, 4 fund houses

• Execution of Shareholders Agreement for granting certain Special Rights to AvHnResources India Private Limited

  ›Against Bandhan Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual FundCompliant with law. Governance Concern: Proposed SHA grants excessive rights to Public shareholders to control Board and Management.
  • HDFC Mutual FundThe Shareholders Agreement allows AvH to appoint nominee directors as long as they hold 5% stake, the threshold appears low. Further, the board won't be permitted to adopt resolutions to amend the articles which adversely affects the right of AvH as long as it holds 3%. This appears restrictive in nature
  • ICICI Prudential Mutual FundAvH Resources India Pvt Ltd (AvH) holds 19.64% equity stake in the company as on September 30, 2023. In October 2023, AvH and the company entered into a Shareholders Agreement (SHA) whereby certain special rights have to be granted to AvH wherein they shall be allowed to appoint one nominee director on the board of directors as long as they hold at least 5% stake. Additionally, the Nominee Director will always be a member of the audit committee and the nomination and remuneration committee. Further, as long as AvH holds 3% stake, the board will not be permitted to adopt any resolutions to amend the articles that adversely affect the rights of AvH. AvH being a public shareholder, there is no reason to grant them special rights. Hence, the AMC has voted against the resolution.
  • SBI Mutual FundAvH holds 19.64% equity stake in the company as on 30 September 2023. In October 2023, AvH and the company entered into a Shareholders Agreement (SHA) whereby certain special rights have been granted to AvH. As per Regulation 31B of LODR, any special rights granted to the shareholders would be subject to shareholder approval by a special resolution every five years from the date of grant. Under the Companies Act, 2013, shareholders collectively holding 10% of paid-up share capital of a company have the right to requisition an EGM and may nominate a director on the board via such an EGM. We believe strategic investors must also be subject to the same minimum shareholding threshold of 10% to be able to nominate a director on the board. The SHA allows AvH to appoint one nominee director on the board of directors as long as AvH holds at least 5% stake, which is low. Additionally, the Nominee Director will always be a member of the audit committee and the nomination and remuneration committee. We believe embedding such rights limits the board’s ability to create independent board committees. We do not favour provisions that provide board and committee nomination rights and other rights that are not in proportion to the investor’s shareholding in the company. Further, as long as AvH holds 3% stake, the board will not be permitted to adopt any resolutions to amend the articles, that will adversely affect the rights of AvH. This right is restrictive in nature and curtails the powers of the board. Also, at 3% the threshold for enabling such a right is low. This is why we do not support the resolution.

  0 for4 against
• Alteration in the Articles of Association (“AOA”)

  ›Against Bandhan Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual FundCompliant with law. Governance Concern: Proposed Alteration in is in relation to execution of Shareholders Agreement which grants excessive rights to Public shareholders to control Board and Management.
  • HDFC Mutual FundThe Shareholders Agreement allows AvH to appoint nominee directors as long as they hold 5% stake, the threshold appears low. Further, the board won't be permitted to adopt resolutions to amend the articles which adversely affects the right of AvH as long as it holds 3%. This appears restrictive in nature
  • ICICI Prudential Mutual FundThe company proposes to amend Articles of Association to include the rights afforded in the shareholder agreement mentioned above. Our view is linked to resolution 1. Hence, the AMC has voted against the resolution.
  • SBI Mutual FundThe company proposes to amend its AoA to include the rights afforded in the shareholder agreement AvH holds 19.64% equity stake in the company as on 30 September 2023. In October 2023, AvH and the company entered into a Shareholders Agreement (SHA) whereby certain special rights have been granted to AvH. As per Regulation 31B of LODR, any special rights granted to the shareholders would be subject to shareholder approval by a special resolution every five years from the date of grant. Under the Companies Act, 2013, shareholders collectively holding 10% of paid-up share capital of a company have the right to requisition an Extra-ordinary general meeting (EGM) and may nominate a director on the board via such an EGM. We believe strategic investors and promoters must also be subject to the same minimum shareholding threshold of 10% to be able to nominate a director on the board. The SHA allows AvH to appoint one nominee director on the board of directors as long as AvH holds at least 5% stake, which is low. Additionally, the Nominee Director will always be a member of the audit committee and the nomination and remuneration committee. We believe embedding such rights limits the board’s ability to create independent board committees. We do not favour provisions that provide board and committee nomination rights and other rights that are not in proportion to the investor’s shareholding in the company. Further, as long as AvH holds 3% stake, the board will not be permitted to adopt any resolutions to amend the articles, that will adversely affect the rights of AvH. This right is restrictive in nature and curtails the powers of the board. Also, at 3% the threshold for enabling such a right is low. We believe the company should not be bound by shareholder agreements that are executed between two sets of shareholders. This is why we do not support the resolution.

  0 for4 against

Mutual fund votes, meeting of 21 Sep 2023, 5 fund houses

• To consider and approve Alteration in the Articles of Association of the Company

  5 for0 against

Mutual fund votes, meeting of 28 Jun 2023, 4 fund houses

• To receive, consider, approve and adopt the audited stand-alone and consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 together with the Reports of the Directors and Auditors thereonMoreLess

  4 for0 against
• To declare dividend @ Rs.0.70 per share (35%) on the equity shares of the company for the financial year 2022-23

  4 for0 against
• To re-appoint Shri S.Sreekanth Reddy (DIN: 00123889), who retires by rotation as director and being eligible, offers himself for re-appointment

  4 for0 against
• To re-appoint Mrs.S.Rachana (DIN: 01590516), who retires by rotation as director and being eligible, offers herself for re-appointment

  4 for0 against
• Ratification of remuneration payable to the Cost Auditor

  4 for0 against