JK Lakshmi Cement Responds to SES Proxy Report Over Remuneration Concerns

<h1>JK Lakshmi Cement Responds to SES Proxy Report Over Remuneration Concerns</h1>

JK Lakshmi Cement Ltd has issued a detailed clarification addressing concerns raised by Stakeholders Empowerment Services (SES) regarding corporate governance and remuneration practices, specifically in response to an adverse voting recommendation on a key AGM item. The company requested that SES review its findings and issue an addendum changing its rating from AGAINST to FOR.

The dispute centers on the remuneration structure for directors, including Promoter EDs and the proposed compensation for Smt. Vinita Singhania. SES had previously recommended AGAINST voting on Item 5 of the AGM Notice, citing issues such as a remuneration practice skewed toward Promoter EDs and the absence of an absolute cap on variable pay.

In its response, issued on July 24, 2026, JK Lakshmi Cement defended all remuneration payments for the Financial Year (F.Y.) 2025-26, stating that payments to Shri Shrivats Singhania and Dr. Arun Kumar Shukla were made according to their terms of appointment and remuneration, which had been duly approved by Shareholders in previous AGMs held in 2021 and 2025, respectively.

The company stated that the total remuneration for these managerial personnel was within the permitted limit of 10% of Net Profits allowed under the Companies Act, 2013, thereby countering the allegation of skewed remuneration. The remuneration structure proposed for Smt. Vinita Singhania is also described as being within applicable limits and having been recommended and approved by the Board of Directors following recommendation from the Nomination & Remuneration Committee (NRC).

The company also addressed concerns regarding the lack of an absolute cap on variable pay, arguing that since the total remuneration (including Fixed and Variable) remains within the prescribed limit, there is no logical basis for enforcing a pre-set absolute cap.

Key Points Raised in SES Report​

SES's Proxy Advisory Report highlighted several factual points and governance concerns related to the company's payments:

Compliance and Appointments​

Regarding the continuation of Smt. Vinita Singhania beyond the age of 70 years, the company clarified that the special resolution for her re-appointment was passed through requisite majority at the AGM held on August 26, 2021, rendering the practice legally compliant under applicable provisions.

The company further noted that holding a combined position of Chairperson and Managing Director is permissible as per relevant regulations, asserting that there is no governance concern regarding this combined role given the existing approvals for remuneration.

In light of these clarifications—including the fact that all remunerations are strictly approved by Shareholders and fall within legal limits—JK Lakshmi Cement requested SES to change its voting recommendation on Item No. 5 of the Notice dated July 2, 2026, from AGAINST to FOR, and issue the requisite addendum incorporating the company's justification.

JKLAKSHMI Stock Price Movement​

Today, shares of JK Lakshmi Cement Limited edged higher, closing at ₹572.5 after rising 0.2% in post-market trading. The stock traded within a session range established between a low of ₹564.3 and a high of ₹577.6.