JK Lakshmi Cement Ltd. has issued a clarification regarding a proxy advisory report from Institutional Investor Advisory Services (liAS). The company addresses factual errors and provides responses to voting recommendations, particularly concerning the re-appointment and remuneration of Smt. Vinita Singhania. The company emphasizes that remuneration is within legal limits and requests liAS to change their voting recommendation to ‘FOR’.
Company Issues Clarification on Proxy Advisory Report
JK Lakshmi Cement Ltd. has formally responded to a proxy advisory report issued by Institutional Investor Advisory Services (liAS) concerning resolutions to be presented at the company’s 86th Annual General Meeting (AGM) scheduled for 30th July 2026. The company submitted its detailed clarification and representation to liAS on 19th July 2026, following liAS’s report dated 17th July 2026.
Addressing Factual Errors
In its response, JK Lakshmi Cement Ltd. highlighted several factual inaccuracies in the liAS report:
- The date of the AGM Notice was correctly identified as 2nd July 2026, not 6th July 2026 as stated on page 1 of the report.
- Dwarkesh Energy Limited was clarified as a Promoter Group entity, not a Promoter, with Bengal & Assam Company Limited being the sole Promoter. This correction was noted for page 2 of the report.
- Remuneration figures for key management personnel were corrected. For instance, the remuneration for Dr. Arun Kumar Shukla was stated as ₹68.4 million (not ₹123.6 million), for Shri Shrivats Singhania as ₹123.6 million (not ₹68.4 million), and for Shri Vimal Bhandari as ₹0.8 million (excluding sitting fees), as detailed on page 7.
Response to Voting Recommendations
The company also addressed liAS’s negative voting recommendation on Item 5 of the AGM Notice, which pertains to the re-appointment of Smt. Vinita Singhania as Chairperson & Managing Director and the fixation of her remuneration.
Key Points of Company’s Response:
- Smt. Vinita Singhania is identified as a constituent of the Promoter Group, not the Promoter itself.
- Her proposed remuneration was recommended by the Nomination & Remuneration Committee (NRC) and approved by the Board of Directors.
- The NRC considered industry benchmarks, the company’s financial position, past performance, and responsibilities in determining the remuneration.
- The total remuneration for Smt. Singhania, along with other managerial personnel, will remain within the 10% of Net Profit limit as stipulated by Section 197 of the Companies Act, 2013. In case of losses, minimum remuneration will be paid.
- The Performance Linked Incentive (PLI) is an enabling approval, and the company currently does not have a formal PLI Scheme.
- Any commission payable to Smt. Singhania will be decided by the Board and will be strictly within the overall managerial remuneration limits set by the Companies Act, 2013, and linked to the company’s net profit.
- The proposed remuneration structure is compliant with the Companies Act, 2013, and industry standards, with no absolute cap on variable pay being illogical as long as total remuneration stays within the legal ceiling.
- Smt. Vinita Singhania abstained from NRC discussions concerning her remuneration and re-appointment, ensuring no conflict of interest, as the matter was approved by the Independent Directors.
Request to liAS
JK Lakshmi Cement Ltd. has requested liAS to review the provided explanation and change their voting recommendation for Item No. 5 from ‘AGAINST’ to ‘FOR’. The company believes the proposed remuneration is well within legal boundaries and aims to prevent any misleading impressions among investors. The company also emphasized that its disclosure practices are aimed at profit and wealth maximization for all stakeholders.
Source: BSE
