Annual Report Cover 2018.cdr - BOI AXA Mutual Fund

2017-2018

www.boiaxamf.com 1

PRODUCT SUITE

Mutual Fund investments are subject to market risks, read all scheme related documents carefully.

Risk

Low Medium High

() Indicates year of fund launch

Low

Me

diu

mH

igh

Ret

urn

s

BOI AXA Conservative Hybrid Fund (2009)

BOI AXA Credit Risk Fund (2015)

BOI AXA Manufacturing & Infrastructure Fund(2010)

BOI AXA Tax Advantage Fund (2009)BOI AXA

Large & Mid Cap Equity Fund (2008)

BOI AXA Mid & Small Cap Equity & Debt Fund (2016)

BOI AXA Equity Debt Rebalancer Fund (2014)

BOI AXA Short Term Income Fund (2008)

BOI AXA Ultra Short Duration Fund (2008)

BOI AXA Liquid Fund (2008)

BOI AXA Arbitrage Fund (2018)

Debt Funds Hybrid Funds Equity Funds

2

BOI AXA Liquid Fund (An Open Ended Liquid Scheme)

• Income over short term.• Investment in Debt and Money Market Instruments.

BOI AXA Ultra Short Duration Fund (Formerly BOI AXA Treasury Advantage Fund)(An open ended ultra-short term d e b t s c h e m e i nve st i n g i n instruments with Macaulay duration of the portfolio between 3 months and 6 months)

• Regular income over Short to Medium term.• Investment in Debt & Money Market instruments such that the

Macaulay duration of the portfolio is between 3 months and 6 months

BOI AXA Short Term Income Fund (An open ended short term debt scheme investing in instruments with Macaulay duration of the portfolio between 1 year and 3 years)

• Regular income over short to medium term.• Investment in Debt & Money Market instruments such that the

Macaulay duration of the portfolio is between 1 year - 3 years

BOI AXA Conservative Hybrid Fund (Formerly BOI AXA Regular Return Fund)(An open ended hybrid scheme investing predominantly in debt instruments)

• Long term capital appreciation and regular income.• Investment in equity and equity related securities (10% - 25%) as

well as fixed income securities (Debt / Money Market Instruments/ Govt. Securities).

BOI AXA Credit Risk Fund (Formerly BOI AXA Corporate Credit Spectrum Fund)(An open ended debt scheme predominantly investing in AA and below rated corporate bonds (excluding AA+ rated corporate bonds)

• Long term capital appreciation• Investment primarily in corporate debt securities with medium

to long term maturities across the credit spectrum within the universe of investment grade rating

BOI AXA Large & Mid Cap Equity Fund (Formerly BOI AXA Equity Fund)(An open ended equity scheme investing in both large cap and mid cap stocks)

• Long-term capital growth.• Investment in equity and equity-related securities including

equity derivatives of companies across market capitalisations.

BOI AXA Tax Advantage Fund(An open ended equity linked saving scheme with a statutory lock in of 3 years and tax benefit)

• Long-term capital growth.• Investment in equity and equity-related securities of companies

across market capitalisations.

BOI AXA Equity Debt Rebalancer Fund (An Open Ended Dynamic Asset Allocation Fund)

• Long term capital appreciation• Dynamic asset allocation between equity and fixed income

based on equity market valuations

BOI AXA Manufactur ing & Infrastructure Fund (An open ended equity scheme investing in manufacturing and infrastructure sectors)

• Long-term capital growth.• Investment in equity and equity-related securities of companies

engaged in manufacturing & infrastructure related sectors.

BOI AXA Mid & Small Cap Equity & Debt Fund (Formerly BOI AXA Mid Cap Equity & Debt Fund)(An open ended hybrid scheme investing predominantly in equity and equity related instruments)

• Long term capital appreciation and income distribution• Equity fund investing in Mid & Small Cap equity and equity

related securities (not part of the top 100 stocks by market capitalization) as well as fixed income securities.

BOI AXA Arbitrage Fund(An open ended scheme investing in arbitrage opportunities)

• Income over short to medium term• Income through arbitrage opportunities between cash and

derivative segments of the equity market and arbitrage opportunities within the derivative segment

3

INDEX

1. Message From The CEO’S Desk

2. Trustee Report

Open-ended Schemes

3. Auditors’ Report

4. Balance Sheet

5. Revenue Account

6. Notes to Accounts

7. Key Statistics

Close-ended Scheme

8. Auditors’ Report

9. Balance Sheet

10. Revenue Account

11. Notes to Accounts

12. Key Statistics

13. Risk Factors

4

PAGE NO.

5

7

85

115

116

120

133

138

152

153

157

165

166

MESSAGE FROM THE CEO’S DESK

Dear Investor,

India is expected to be the third largest consumer economy owing to a shift in consumer behaviour and expenditure pattern, according to a Boston Consulting Group (BCG) report; and the country’s gross domestic product (GDP) is expected to reach US$ 6 trillion by FY27. The key drivers of this growth are digitisation, globalisation, favourable demographics, and reforms.

The year 2017 witnessed India’s biggest tax reform in 70 years of independence: implementation of Goods and Services Tax (India) Act. The long term gains outweigh the short term hiccups of this initiative. The advantages of introducing GST, include: (1) Formal sector to gain market share: The biggest advantage that the unorganized sector enjoys currently is the tax arbitrage (due to being outside of the tax ambit). GST is aimed to integrate the informal sector into the formal sector over the medium term. (2) Centralization and consolidation of warehousing facilities: Removal of inter-state tax barriers, combined with seamless input credit, will make India one common market for goods and services, leading to economies of scale in production and improved efficiency in the supply chain. (3) Productivity Gains: With the giving away of entry or state border taxes; freight movement is likely to speed up, leading to improved cost and time efficiency. The removal of inter-state barriers is important as roads account for almost three-quarters of freight traffic in India.

The financial year 2017-18 was a very eventful year for equity markets. This year was marked by a strong and up trending market with few factors seeing consistent strong performance. The three big themes which played well were:

• RiseofthePrivatesectorfinancials:TheprivatesectorcontinuedtogainsharefromPSUbanksinbothCASA and Loans over the past few years. This trend is expected to continue in the foreseeable future asPSUs continue to grapple with stressed asset provisioning and under capitalization.

• China capacity shutdowns: China initiatedwidespread capacity shutdowns over the past year acrossmetals, chemicals and agro chemical sectors in its bid to shut down all environmentally non-compliantunits. This trend accelerated growth for Indian companies in these sectors as cheap Chinese supply got off the market and demand supply dynamics became favorable.

• Discretionaryconsumptionrevival:PostthedisruptionduetoDemonetizationandGST,thereweresignsof discretionary consumption reviving well. The combination of a growing aspirational middle class andunder penetration in almost all consumer discretionary categories (cars, white goods, ACs) worked wellfor the sector.

The Mutual Fund (MF) industry in India has seen rapid growth in Assets Under Management (AUM). Indian mutual funds managed US$ 320 billion of assets (Rs 21.4 lakh crores) as on March 31, 2018 with 42 Asset Management Companies (AMC). The AUM of the industry has more than tripled over the last five years (25 % CAGR) and Equity AUMs have multiplied almost 5 times in the same period suggesting that Indian households now consider Equity as a preferred asset class for long term wealth creation.

In the same period (April 1, 2013 - March 31, 2018), the AUM of BOI AXA Mutual Fund has grown from Rs 430 crores to Rs 4,858 crores, an increase of 62.4 % CAGR. I am also happy to share with you a few key achievements for the year ended March 31, 2018:

• Buoyedbystellar investmentperformance,andsupportedbyBOIbranchesandagrowingnumberofdistributors across the country, our AUM has grown to ` 4,858 crores, an increase of 34% from theprevious year

• Wehave forged strong tieupwith largenumberof Pan IndiaDistributors and Independent FinancialAdvisors, and have thus been able to have a balanced mix of assets across different categories ofdistributors.

5

4

MESSAGE FROM THE CEO’S DESK (CONTD....)

• OurRevenuesincreasedfrom` 35 crores to ` 60 crores and we saw a big drop in our Net losses to ` 5crores from ` 13 crores last year. Both Revenues and Net Losses were ahead of plans. We are hopeful ofmaintaining this momentum and break even in the year 2018-19.

• NumberofActiveinvestorshaveincreasedfromaround60,000to92,000inthelast1year

• WesuccessfullylaunchedBOIAXAMidCapTaxFund–Series1andmobilizedaround` 95 crores fromlarge number of retail investors.

We have also taken several initiatives to step up our visibility among retail customers. Our newly launched website- www.boiaxamf.com has not only witnessed large traffic but has also increased online transactions on our website. I would encourage you to visit this website and offer your feedback.

Retail flows are becoming stable with rise in Systematic Investment Plans (SIPs) and larger participation from smaller towns of the country. In order to harness the increased awareness and participation from smaller towns, we have increased our sales outlets to as many 47 locations across the country.

For the year 2018-19, we shall continue to maintain our overall strategy of growing steadily. We shall endeavor to maintain a healthy product mix rather than merely chasing assets. To that end, we shall strive hard to obtain greater throughput from all the BOI branches, stitch strong tie ups with large and mid-sized distributors and increase our overall percentage of online transactions.

I would like to take this opportunity to thank the members of the Board for their guidance, support and constant encouragement. On behalf of the Board of Directors, I would like to thank our unitholders for reposing confidence, and would like to assure them of our most committed service at all times. We thank our shareholders; Bank of India and AXA Investment Managers for their support and confidence towards the management team of BOI AXA Investment Managers.

Sincerely,

Sandeep Dasgupta

CEO, BOI AXA Investment Managers

6

BOI AXA Mutual Fund B/204, Tower 1, Peninsula Corporate Park,

Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013.

TRUSTEE REPORT

Report from BOI AXA Trustee Services Private Limited to the Unitholders of the Schemes of BOI AXA Mutual Fund:

The Directors of BOI AXA Trustee Services Private Ltd (‘the Trustee’) have pleasure in presenting the Tenth Trustee Report on the schemes of BOI AXA Mutual Fund (‘the Fund’) for the year ended March 31, 2018, together with the audited financial statements of the schemes for the said year.

1. Performance, Future Outlook and Operations of the Schemes:

I. Performance and Operations of the Schemes

During the year ending March 31, 2018, there were ten open ended schemes and five close ended schemes. Out of these five close ended schemes, one scheme matured during the year ended March 31, 2018. The schemes of the Fund are managed by BOI AXA Investment Managers Private Limited (‘the AMC’) which is the asset management company for the Fund.

a. Scheme performance

The details of various schemes as at March 31, 2018, together with their performance details as on that date, are as follows:

Equity Schemes

Scheme / Plan Name Performance (Compounded annualized) Scheme Returns

Benchmark Returns

BOI AXA Large & Mid Cap Equity Fund - Regular Plan (earlier BOI AXA Equity Fund)

Last 1 Year 18.31% 12.60%Since Inception 14.64% 15.75%

BOI AXA Large & Mid Cap Equity Fund – Direct Plan (earlier BOI AXA Equity Fund)


BOI AXA Tax Advantage Fund - Regular Plan


BOI AXA Tax Advantage Fund - Direct PlanLast 1 Year 29.52% 13.32%Since Inception 19.01% 13.82%

7

BOI AXA Manufacturing & Infrastructure Fund – Regular Plan (earlier BOI AXA Focused Infrastructure Fund)

Last 1 Year 27.99% 9.59%

Since Inception

7.77% 1.75%

BOI AXA Manufacturing & Infrastructure Fund – Direct Plan (earlier BOI AXA Focused Infrastructure Fund)

Last 1 Year 29.69% 9.59%

Since Inception

17.12% 7.38%

Debt schemes

Scheme & Plan Name Performance (Compounded annualized)

Scheme Returns

Benchmark Returns

BOI AXA Liquid Fund - Regular Plan Last 1 Year 6.81% 6.84%Since Inception 7.36% 7.57%

BOI AXA Liquid Fund - Direct Plan Last 1 Year 6.91% 6.84%Since Inception 8.23% 8.08%

BOI AXA Ultra Short Duration Fund - Regular Plan (earlier BOI AXA Treasury Advantage Fund)

Last 1 Year 7.52% 6.79%

Since Inception 7.94% 7.57%BOI AXA Ultra Short Duration Fund - Direct Plan (earlier BOI AXA Treasury Advantage Fund)

Last 1 Year 7.67% 6.79%

Since Inception 9.06% 8.09%BOI AXA Short Term Income Fund - Regular Plan


BOI AXA Short Term Income Fund - Direct Plan


BOI AXA Credit Risk Fund - Regular Plan (earlier BOI AXA Corporate Credit Spectrum Fund)

Last 1 Year 8.89% 6.17%

Since Inception 9.82% 7.98%

BOI AXA Credit Risk Fund - Direct Plan (earlier BOI AXA Corporate Credit Spectrum Fund)

Last 1 Year 9.03% 6.17%


Hybrid Schemes:

Scheme & Plan Name Performance (Compounded annualized) Scheme Returns

Benchmark Returns

BOI AXA Conservative Hybrid Fund - Regular Plan (earlier BOI AXA Regular Return Fund)

Last 1 Year 9.64% 6.21%


8

BOI AXA Conservative Hybrid Fund - Direct Plan (earlier BOI AXA Regular Return Fund)

Last 1 Year 10.32% 6.21%

Since Inception 10.15% 9.30%BOI AXA Equity Debt Rebalancer Fund - Regular Plan


BOI AXA Equity Debt Rebalancer Fund - Direct Plan


BOI AXA Mid & Small Cap Equity & Debt Fund – Regular Plan (earlier BOI AXA Mid Cap Equity & Debt Fund)

Last 1 Year 25.27% 12.69%


BOI AXA Mid & Small Cap Equity & Debt Fund – Direct Plan (earlier BOI AXA Mid Cap Equity & Debt Fund)

Last 1 Year 26.04% 12.69%


Close ended schemes : Scheme & Plan Name Performance (Compounded annualized)

Scheme Returns

Benchmark Returns

BOI AXA Capital Protection Oriented Fund - S3 - Regular Plan


BOI AXA Capital Protection Oriented Fund - S3 - Direct Plan


BOI AXA Capital Protection Oriented Fund – S4 - Regular Plan


BOI AXA Capital Protection Oriented Fund – S4 - Direct Plan






BOI AXA Mid Cap Tax Fund – S1- Regular Plan*

Last 1 Year N.A. N.A.Since Inception -2.30% -3.60%

BOI AXA Mid Cap Tax Fund – S1- Direct Plan*

Last 1 Year N.A. N.A.Since Inception -2.20% -3.60%

* Absolute Returns as scheme has not completed one year

9

The returns of Close ended scheme which matured during the year ended March 31, 2018 are given below:

Scheme & Plan Name Performance (Compounded annualized) #

Scheme Returns

Benchmark Returns


Last 1 Year 16.09% 7.99%



Last 1 Year 16.77% 7.99%

Since Inception 6.29% 9.16%#Returns are as on maturity date of the respective schemes Comments on performance of the Schemes: (As provided by the AMC) BOI AXA Large & Mid Cap Equity Fund (Formerly BOI AXA Equity Fund) – The scheme is a Large and Mid-Cap oriented equity fund that invests at least 35% of its assets in Large Caps and at least 35% in Mid-Cap stocks. The scheme outperformed its benchmark during the year by 7%. Our key overweight sectors i.e. Industrials and Consumer Discretionary, helped us outperform the benchmark. BOI AXA Tax Advantage Fund – The scheme is an Equity Linked Savings Scheme (ELSS) with a 3 year lock-in for redemptions. This scheme is a diversified, multi-cap equity fund enabling the fund manager to invest across market caps and sectors. The scheme outperformed its benchmark during the year by over 16% as our key overweight sectors i.e. Consumer Discretionary, Industrials and Materials outperformed during the year. BOI AXA Manufacturing& Infrastructure Fund (Formerly known as BOI AXA Focused Infrastructure Fund) – A thematic fund focused on Infrastructure and Manufacturing sectors. It is a multi-cap fund investing in a portfolio of predominantly equity and equity related securities of companies engaged in manufacturing, infrastructure and related sectors. The Scheme has outperformed its benchmark by 20% for the year on back of significant outperformance in our key overweight sectors i.e. Industrials and Materials BOI AXA Mid & Small Cap Equity & Debt Fund (Formerly BOI AXA Mid Cap Equity & Debt Fund) – An open-ended equity fund which invests between 65 to 80% in mid cap and small cap equities and the remaining in fixed income securities. The equity portion of the fund invests in mid and small cap stocks across sectors. The Scheme has outperformed its benchmark by 13% for the year on the back of significant outperformance in our key overweight sectors i.e. Industrials and Materials BOI AXA Liquid Fund – The fund manages its inflows and outflows dynamically, trying to strike a balance between generating higher accruals for investors by taking appropriate credit and duration calls while maintaining sufficient liquidity to take care of outflow needs. The scheme invests in assets of maturity of up to 91 days and has AAAmfs rating from both CRISIL and ICRA. The Scheme has outperformed its benchmark by 0.15% on a one-year basis.

10

BOI AXA Ultra Short Duration Fund (Formerly BOI AXA Treasury Advantage Fund) – The scheme manages the inflows in a dynamic manner. It lays emphasis on higher accrual for the investor and emphasizes matching appropriate credit with liquidity duration needs to maintain higher accrual. In addition, this scheme manages duration in a more proactive manner than the BOI AXA Liquid Fund. The Scheme has outperformed its benchmark by 0.73% on a one-year basis. BOI AXA Short Term Income Fund - BOI AXA Short Term Income Fund is positioned on the short to medium end of the yield curve and invests in money market, short term corporate bonds and government securities. It manages duration dynamically. The Scheme has outperformed its benchmark by 0.64% on a one-year basis. BOI AXA Credit Risk Fund (Formerly BOI AXA Corporate Credit Spectrum Fund) – The fund has a mandate to take suitable credit calls by investing in investment grade securities that provide yield-enhancement to investors. The Scheme outperformed its benchmark by 2.86% on a one year basis. BOI AXA Conservative Hybrid Fund (Formerly BOI AXA Regular Return Fund) – The fund invests 10 to 25% in equity and equity related securities and the remainder of the portfolio in debt & money market instruments. The equity component of the portfolio is invested across sectors and market capitalizations. The fixed income component is positioned on the medium end of the yield curve and invests in money market, short term corporate bonds and government securities. The fund manages its duration and asset allocation dynamically. The Scheme outperformed its benchmark by 4.11% on a one-year basis. BOI AXA Equity Debt Rebalancer Fund - This fund dynamically adjusts its allocation between equity and debt based on the price earnings multiple of the Nifty 50 Index. As the market multiple trends higher, the allocation towards equity reduces, and vice-versa. This mechanism has enabled the fund to deliver steady returns, with lesser volatility, which is its main objective. The equity component can only be invested in the top 100 companies by market capitalization and has been managed with a bottom-up approach, focusing on stock selection. The fixed income component of BOI AXA Equity Debt Rebalancer Fund is positioned on the medium end of the yield curve. The Fund maintained a lower allocation to equities during the year as compared tto its benchmark which has a fixed 50% weightage to equities. The Fund doesn’t have a peer group and has underperformed its benchmark by 2.22% for the year. BOI AXA Capital Protection Oriented Fund –Series 3 - 5 - invests predominantly in Fixed Income securities (75%-85%) and the balance (15 – 25%) invested in Nifty Index options. This construct ensures capital protection for the investor apart from an additional upside on the overall yield through investing in Nifty Options. Capital Protection funds are usually 3 year close ended funds and are held to maturity. The Capital Protection Funds have CRISIL Hybrid 85 + 15 - Conservative Index as their benchmark.

11

The constituents of the CRISIL Hybrid 85 + 15 - Conservative Index comprise the S&P BSE 200 Total Return Index (15%) and CRISIL Composite Bond Fund Index (85%). The return of CRISIL Hybrid 85 + 15 - Conservative Index is not strictly comparable to the return of a Capital Protection Fund due to the following reasons:

(i) The portfolio of all the capital protection oriented funds follow a buy and hold strategy whereas the Benchmark gets rebalanced on regular basis, resulting in underperformance of the fund.

(ii) The CRISIL Composite Bond Fund Index further consists of Government Securities (45%), AAA Bonds (38%) and AA Bonds (17%). The Capital Protection Oriented Funds are only permitted to invest in AAA Bonds

(iii) CRISIL Composite Bond Fund Index maintains an average maturity of ~7 years, while the Capital Protection Oriented Funds buy bonds of a similar maturity to that of the fund (typically 3 years) at inception and the same is held till maturity.

Thus, the performance of the Fund cannot be strictly compared with that of its benchmark (CRISIL Hybrid 85 + 15 - Conservative Index) due to differences in both the eligible investment universe as well as the maturity / duration. BOI AXA Mid Cap Tax Fund - Series 1 – The scheme is a close-ended Equity Linked Savings Scheme (ELSS) with a minimum lock in period of 3 years. The Scheme invests at least 65% of its assets in Mid Cap stocks. The Scheme has not completed 1 year. Since inception, the Scheme has outperformed its benchmark by 1.3%. 1st NAV dates and AUM of schemes:

Name of the Scheme 1st NAV Date

AUM (Rs. In crore)

BOI AXA Liquid Fund 18-Jul-08 604.06 BOI AXA Ultra Short Duration Fund (Formerly BOI AXA Treasury Advantage Fund)

18-Jul-08 1,015.60

BOI AXA Large & Midcap Equity Fund (Formerly BOI AXA Equity Fund)

29-Oct-08 113.64

BOI AXA Short Term Income Fund 22-Dec-08 260.32 BOI AXA Conservative Hybrid Fund (Formerly BOI AXA Regular Return Fund)

20-Mar-09 203.97

BOI AXA Tax Advantage Fund 27-Feb-09 155.66 BOI AXA Manufacturing and Infrastructure Fund 10-Mar-10 34.51 BOI AXA Equity Debt Rebalancer Fund 24-Mar-14 295.44 BOI AXA Corporate Credit Spectrum Fund 09-Mar-15 1,540.07 BOI AXA Mid Cap Equity & Debt Fund 27-Jul-16 354.77 BOI AXA Mid Cap Tax Fund – Series 1 27-Feb-18 93.20BOI AXA Capital Protection Oriented Fund - Series 2 11-Dec-14 73.95BOI AXA Capital Protection Oriented Fund - Series 3 05-Feb-15 69.28

12

BOI AXA Capital Protection Oriented Fund - Series 4 29-Jul-15 67.74BOI AXA Capital Protection Oriented Fund - Series 5 04-Nov-15 50.28

# The AUM of the above schemes is as on March 31, 2018 and for matured schemes as on Maturity Date as the schemes matured before March 31, 2018. Disclaimers Past performance may or may not be sustained in future. The performance data provided above is for Regular Plan and Direct Plan - Growth Option of various schemes. For schemes which have completed more than 1 year, compounded annualized returns are shown, and schemes which have completed less than 1 year, absolute returns are shown. For close-ended schemes which have matured before March 31, 2018, returns are as on maturity date of the respective schemes. For the purpose of calculating since inception performance, the inception date of a scheme is considered to be the date of initial allotment.

Units of BOI AXA Liquid Fund and BOI AXA Ultra Short Duration Fund (Formerly BOI AXA Treasury Advantage Fund) are of face value of Rs. 1,000/- each and units of other schemes are of face value of Rs.10/- each. b. Features of the schemes: The features of various schemes of the Fund and plans / options thereunder are provided below:

I. Equity Schemes

Scheme Name Investment Objective

Plan / Option Benchmark Scheme Launch Date (NFO opening date)

BOI AXA Large & Mid Cap Equity Fund* - Formerly BOI AXA Equity Fund - (An open ended equity scheme investing in both large cap and mid cap stocks)

The Scheme seeks to generate income and long-term capital appreciation by investing through a diversified portfolio of predominantly large cap and mid cap equity and equity related securities including equity derivatives. The Scheme is in the nature of large and mid

1) Regular Plan 2) Direct Plan These Plans will have a common portfolio Options: Under each of the Plans, following Options are available: • Growth Option • Regular Dividend Option and Quarterly Dividend Option - offering

BSE 200 Total Return Index

September 4, 2008

13

cap fund. The Scheme is not providing any assured or guaranteed returns

Dividend Re-investment and Dividend Pay-out facilities

BOI AXA Tax Advantage Fund (An open ended equity linked savings scheme with a statutory lock in of 3 years and tax benefit)

The scheme seeks to generate long-term capital appreciation through a diversified portfolio of predominantly equity and equity-related securities including equity derivatives, across all market capitalizations. The Scheme is in the nature of diversified multi-cap fund. The Scheme is not providing any assured or guaranteed returns.

There can be no assurance that the investment objectives of the Scheme will be realized.

1. Regular Plan 2. Direct Plan Both Plans will have common portfolio Options: Each of the Plans have following Options: • Growth Option for capital appreciation • Dividend Option offering Dividend Pay-out facilities

BSE 500 Total Return Index

December 12, 2008

BOI AXA Manufacturing & Infrastructure Fund (An open ended sector fund)

The Scheme seeks to generate long term capital appreciation through a portfolio of predominantly equity and equity related securities of companies engaged in manufacturing and infrastructure and related sectors. Further, there can be

1. Regular Plan 2. Direct Plan Both Plans will have common portfolio: Options: Each of the Plans have following Options: • Growth Option for capital appreciation

S&P BSE India Manufacturing Total Return Index: 50% and S&P BSE India Infrastructure Total Return Index:50%.

Originally launched on January 20, 2010

14

II. Debt Schemes

no assurance that the investment objectives of the scheme will be realized. The Scheme is not providing any assured or guaranteed returns.

• Quarterly Dividend Option offering Dividend Re-investment and Dividend Pay-out facilities • Regular Dividend Option offering Dividend

Scheme Name

Investment Objective Plan / Option Benchmark Scheme Launch Date (NFO opening date)

BOI AXA Liquid Fund (an open ended liquid scheme)

The Scheme seeks to deliver reasonable market related returns with lower risk and higher liquidity through a portfolio of debt and money market instruments. The Scheme is not providing any assured or guaranteed returns. Further, there is also no assurance that the investment objective of the Scheme will be achieved.

1. Regular Plan 2. Direct Plan These Plans have a common portfolio. Options: All Plans have following Options: • Growth Option • Dividend Re-investment Option (at a daily and weekly frequency) • Dividend Transfer Option with daily dividend frequency • Unclaimed Dividend (up to 3 years)

CRISIL Liquid Fund Index

July 9, 2008

15

• Unclaimed Dividend (greater than 3 years) • Unclaimed Redemption (up to 3 years) • Unclaimed Redemption (greater than 3 years)

BOI AXA Ultra Short Duration Fund* (Formerly BOI AXA Treasury Advantage Fund) (An open ended ultra-short term debt scheme investing in instruments with Macaulay duration of the portfolio between 3 months and 6 months)

The Scheme seeks to deliver reasonable market related returns with lower risk and higher liquidity through a portfolio of debt and money market instruments. The Scheme is not providing any assured or guaranteed returns. Further, there is also no assurance that the investment objective of the Scheme will be achieved.

1. Regular Plan 2. Direct Plan

These Plans have a common portfolio. Options: Both Plans have following Options: • Growth Option • Dividend Re-investment Option (at a daily and weekly frequency)

• Dividend Transfer Option with daily dividend frequency

CRISIL Liquid Fund Index

July 9, 2008

BOI AXA Short Term Income Fund* (An open ended short term debt scheme investing in instruments with Macaulay duration of

The Scheme seeks to generate income and capital appreciation by investing in a diversified portfolio of debt and money market securities. However, there can be no assurance that the income can be generated, regular or

1. Direct Plan 2. Regular Plan Both Plans have common portfolio Each of the Plans have following Options: • Growth Option for capital appreciation

CRISIL Short Term Bond Fund Index

December 3, 2008

16

Hybrid Funds Scheme Name Investment

Objective Plan / Option Benchmark Scheme Launch

Date (NFO opening date)

BOI AXA Mid The scheme's 1. Regular Plan Nifty Mid & Originally

the portfolio between 1 year and 3 years)

otherwise, or the investment objectives of the Scheme will be realized.

• Dividend Re-investment Option (with monthly and quarterly frequency of dividend re-investment) • Dividend Pay-out Option for regular income (with monthly and quarterly frequency of dividend pay-out)

BOI AXA Credit Risk Fund* (Formerly BOI AXA Corporate Credit Spectrum Fund) (An open ended debt scheme predominantly investing in AA and below rated corporate bonds (excluding AA+ rated corporate bonds))

The Scheme’s investment objective is to generate capital appreciation over the long term by investing predominantly in corporate debt across the credit spectrum within the universe of investment grade rating. To achieve this objective, the Scheme will seek to make investments in rated, unrated instruments and structured obligations of public and private companies.

1. Direct Plan 2. Regular Plan

CRISIL Short Term Bond Fund Index

February 6, 2015

17

& Small Cap Equity & Debt Fund* (Formerly BOI AXA Mid Cap Equity & Debt Fund) (An open ended hybrid scheme investing predominantly in equity and equity related instruments)

objective is to provide capital appreciation and income distribution to investors from a portfolio constituting of mid and small cap equity and equity related securities as well as fixed income securities. However there can be no assurance that the income can be generated, regular or otherwise, or the investment objectives of the Scheme will be realized

2. Direct Plan. Both Plans will have common portfolio: Each of the Plan shall offer the following Option: • Growth Option • Dividend Option offering Dividend Re-investment and Dividend Pay-out facilities

Small cap 400 Total Return Index : 70% CRISIL Short Term Bond Fund Index: 30%

launched on June 29, 2016

BOI AXA Equity Debt Rebalancer Fund* (An open ended dynamic asset allocation fund)

The Scheme aims at generating long term returns with lower volatility by following a disciplined allocation between equity and debt securities. The equity allocation will be determined based on the month end P/E ratio of the Nifty 50 Index. There is no assurance that the

Regular Plan and Direct Plan. Each of the Plan shall offer the following Option: Growth

Option Dividend

Option offering Dividend Re-investment and Dividend Pay-out facilities

Nifty 50 Total Return Index (50%) & CRISIL Short Term Bond Fund Index (50%)

March 14, 2014

18

investment objectives of the Scheme will be realized and the Scheme does not assure or guarantee any returns.

BOI AXA Conservative Hybrid Fund* - earlier BOI AXA Regular Return Fund (An open ended hybrid scheme investing predominantly in debt instruments)

The Scheme seeks to generate regular income through investments in fixed income securities and also to generate long term capital appreciation by investing a portion in equity and equity related instruments. However, there can be no assurance that the income can be generated, regular or otherwise, or the investment objectives of the Scheme will be realized.

1. Direct Plan 2. Regular Plan Both Plans have common portfolio Each of the Plans have following Options: • Growth Option for capital appreciation • Dividend Reinvestment Option (with Monthly, Quarterly and Annual frequency) • Dividend Pay-out Option for regular income (with Monthly, Quarterly and Annual frequency

CRISIL Hybrid 85 + 15 - Conservative Index

January 28, 2009

Closed Ended Funds

Scheme Name

Investment Objective Plan / Option Benchmark Scheme LaunchDate (NFOopening date)

BOI AXA Capital Protection

The investment objective of the Scheme is to seek capital


CRISIL Hybrid 85 + 15 -

January 7, 2015

19

Oriented Fund - S3

protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments. However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is “oriented towards protection of capital” and not “with guaranteed returns”. Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc.

Each of the Plans have following Options:

Growth Option Dividend Pay-out Option

Conservative Index

BOI AXA Capital Protection Oriented Fund – S4

The investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments. However, there is no assurance that the

1. Direct Plan 2. Regular Plan Each of the Plans has Growth Option


July 27, 2015

20

investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is “oriented towards protection of capital” and not “with guaranteed returns”. Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc.

BOI AXA Capital Protection Oriented Fund – S5

The investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments. However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is “oriented towards protection of capital” and not “with guaranteed returns”. Further, the orientation

1. Direct Plan 2. Regular Plan Each of the Plans has Growth Option


October 28, 2015

21

*Pursuant to SEBI Circular No. SEBI/HO/IMD/DF3/CIR/P/2017/114 dated October 6, 2017 and SEBI Circular No. SEBI/ HO/ IMD/ DF3/ CIR/ P/2017/ 126 dated December 4, 2017 pertaining to Categorization and Rationalization of Mutual Fund Schemes, the fundamental attributes of the following 7 schemes of BOI AXA Mutual Fund have been changed w.e.f. April 11, 2018: 1. BOI AXA Equity Fund (Also, the name has been changed to BOI AXA Large & Mid Cap Equity Fund) 2. BOI AXA Mid Cap Equity & Debt Fund (Also, the name has been changed to BOI AXA Mid & Small Cap Equity & Debt Fund) 3. BOI AXA Regular Return Fund (Also, the name has been changed to BOI AXA Conservative Hybrid Fund) 4. BOI AXA Corporate Credit Spectrum Fund (Also, the name has been changed to BOI AXA Credit Risk Fund) 5. BOI AXA Treasury Advantage Fund (Also, the name has been changed to BOI AXA Ultra Short Duration Fund)

towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc.

BOI AXA Mid Cap Tax Fund – Series 1 (A 10 Year Close-ended Equity Linked Savings Scheme)

The scheme seeks to generate capital appreciation over a period of ten years by investing predominantly in equity and equity-related securities of midcap companies along with income tax benefit. However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns.


These Plans will have a common portfolio Options: Under each of the Plans, following Options are available: • Growth Option • Dividend Option with Dividend Payout facility

Nifty Midcap 100 Total Return Index

November 10, 2017

22

6. BOI AXA Equity Debt Rebalancer Fund 7. BOI AXA Short Term Income Fund III. Operations Overview During the financial year ended March 31, 2018, the AUM for BOI AXA Mutual Fund (“Mutual Fund”) grew to Rs. 4,858 crores as on March 31, 2018 as against Rs. 3,622 crores as at the end of previous year. The AMC managed ten open-ended schemes and four close ended schemes during this year for the Mutual Fund. Products

During the year under review, the AMC launched BOI AXA Mid Cap Tax Fund – Series 1 on November 10, 2017. The Fund has collected Rs. 95.46 crores towards initial subscription under this issue. Regulatory changes

SEBI continued to take various initiatives to improve governance and disclosures in the mutual fund industry and introduced new regulatory changes in the interest of investors. AMFI also came out with several best practice and other guidelines, aimed at improving the practices across the industry and also to standardize and harmonize them, and generally to improve customer interface and service standards. Some of the key initiatives taken by SEBI/AMFI include:

To bring about uniformity in disclosures of Assets under Management/Average Assets under Management in respect of Inter Scheme Transfers across the Mutual Fund Industry, AMFI stipulated certain best practices to be followed by all the AMCs.

Ministry of Finance issued a press release dated April 11, 2017 for all Financial Institutions for extension of the timelines to obtain FATCA self-certifications and to complete the due diligence of reportable accounts opened from 1st July 2014 to 31st August 2015. It was advised to complete the due diligence by April 30, 2017. Further, if the self-certifications were not received by the given deadlines, it was advised to block the accounts and then to obtain the self-certifications and complete the due diligence.

To promote more transparency in remuneration policies so that the executive remuneration is aligned with the interest of investors, SEBI has prescribed some additional disclosures on the website of the mutual funds with respect to the Disclosures of Executive Remuneration viz. Name, designation and remuneration received by top 10 employees in terms of remuneration drawn for that financial year. Additionally, name, designation and remuneration of every employee of MF/AMC whose annual remuneration was equal to or above one crore and two lakh for that financial year and monthly remuneration in the aggregate was not less than eight lakh and fifty thousand rupees per month, if employee is employed for a part of that financial year.

23

To facilitate the credit of redemption proceeds in the bank account of the investor on the same day of redemption request and to enhance the reach of Mutual Funds towards retail investors, SEBI has allowed the AMCs to provide Instant Access Facility to its resident individual investors investing in Liquid Schemes for investment of Rs.50,000 or 90% of the latest investment, whichever is lower. This Limit would be per day per scheme per investor.

To promote digitalization, SEBI has also allowed Mutual Funds/AMCs to accept investments upto Rs.50,000/- from investors through e-wallets (Prepaid Payment Instruments). These investments can be accepted from investors subject to certain terms and conditions as prescribed by SEBI.

In order to enable investors to evaluate the different investment options available before taking an informed decision to invest in a scheme, SEBI has standardized the scheme categories and characteristics of each category. SEBI has categorized mutual fund schemes broadly into five groups namely Equity, Debt, Hybrid, Solution oriented and others.

In order to enhance the Corporate Governance norms for Mutual Funds, SEBI had issued guidelines on tenure for appointment of Independent Directors of AMC, Trustee and the Auditors of Mutual Fund. The Independent directors and Auditors shall be able to hold the office for a maximum of 2 terms with each term not exceeding a period of 5 consecutive years. However, the appointment shall be made after the cooling period of 3 and 5 years respectively.

To have a fair comparison between benchmark index and Scheme returns, SEBI has advised all the mutual funds to use Total Return variant of an Index (TRI) which also includes all dividend/ interest payment of index constituents.

SEBI has advised that Mutual fund schemes including close ended schemes where exit load is not charged or applicable for such schemes should not charge additional expenses of upto 0.20% in terms of Regulation 52(6A) (c) of SEBI Mutual Fund Regulation, 1996.

SEBI has allowed the AMCs to charge additional TER of 30 bps if the new inflows from beyond top 30 cities instead of top 15 cities.

In order to bring uniformity in disclosure of actual Total Expense Ratio (TER) charged to mutual fund schemes and to enable the investor to take more informed decisions, SEBI has advised AMCs to make certain disclosures to the investors and on its websites regarding any changes in TER of its Schemes.

AMFI had issued best practice circular dated March 23, 2018 to bring about uniformity in accounting for borrowing cost. As per the provisions of this Circular, the cost of borrowing made to manage redemptions, to the extent of YTM/running yield of the fund as on previous day, should be charged to the Scheme and any excess cost over YTM/running yield of the previous day may be borne by the AMC and in case of any reversal subsequently the same should be disclosed.

24

Investor Services

There were 92825 accounts under all the schemes of the Fund as at March 31, 2018. Investor Service is extended through 13 branches of the AMC and 56 branches of the Fund’s registrars, Karvy Computershare Pvt. Ltd, where the transactions of the investors are accepted. Transactions for purchase / redemption of units in certain schemes can also be made through the online transaction facility on the AMC’s website at www.boiaxamf.com. Oversight of AMC The Trustee Board maintains oversight on the activities of the AMC, particularly on matters of investors’ interest, compliance and controls. The Trustee Board meets once every 2 months, and receives various compliance and other reports from the AMC, and reviews the same. It also receives on a periodical basis the investment portfolios, as well as investment performance as compared against both the peer groups as well the benchmark. This information is reviewed by the Trustee. The Trustee also furnishes its half yearly reports to SEBI on various compliance and other matters relating to mutual fund activity. The review aids Trustee to oversee whether the Fund and the Schemes floated there under are managed by the AMC in accordance with the Trust Deed, the Regulations, directions and guidelines issued by the SEBI, the stock exchanges, the Association of Mutual Funds in India and other regulatory agencies. IV. Future Outlook: (As provided by the AMC) a. Equities Outlook:

India has underperformed global equities market year-to-date on the back of worsening domestic fiscal situation. The continued rise in oil prices combined with slower than expected tax collection growth rate has exacerbated fears of fiscal deficit widening. On the global front, geo-politics and trade wars have taken center stage and have brought about a lot of volatility in the global markets. However, the overall growth in the Indian economy remains robust. Most high-frequency growth indicators continue to point towards a further recovery in growth momentum. Consumption growth has remained robust, while export growth slowed primarily on account of base effects. Investment growth indicators have also begun to show some signs of recovery.

So, while the macro fiscal situation has continued to deteriorate, we are witnessing a significant improvement in the micro. Corporate India’s return ratios on aggregate have improved for the second year running and rose to a three year high. Deleveraging of corporate balance sheets has continued with net debt / equity hitting a nine year low. While interest rates have increased from the lower levels, we expect Return on Equity expansion will continue as capacity utilization on aggregate continues to improve.

25

With some green shoots of recovery visible on a broad basis – for instance the ROEs (highlighted above) has bottomed out and started to move up, we see earnings recovery to be meaningful. In addition, we continue to expect that certain leader sectors such as Private sector financials, Consumers and parts of Materials and Industrials will enjoy a significantly higher growth trajectory and therefore trade at relatively elevated valuations and correct the recent underperformance vs. the so-called Defensive sectors. b. Fixed Income Outlook: After continuous improvement in Indian macro-economic situation in the recent years, last year saw some worsening off. Crude oil prices inched up for most of the year. Fiscal deficit target of GoI had to be relaxed on account of weaker than expected tax collection during the stabilization phase of GST. Current account deficit also widened although still remaining at comfortable levels. Inflation started rising after remaining subdued for last few years even as RBI maintained a watchful eye on various upside risks and stood ready to act if inflationary pressures started to gain ground. However, there were also positive developments during the year. GoI remained firmly on the reforms path as it implemented GST and unveiled recapitalization plan for PSU banks with a Rs.2.11 trillion announcement while also pressurizing them on asset resolution. Forex reserves were on an uptrend and GDP also recovered from the demonetization woes to touch a high of 7.7% for the quarter ending Mar’18 from a low of 5.6% for quarter ending June17. US Fed remained firmly on its path of gradual monetary policy tightening. US treasury yields rose, reflecting the impact of this tightening. There were no major disruptions in the global markets as the move was largely anticipated. FII flows into Indian markets were robust in FY18. However, Indian fixed-income yields saw a sharp rise in the latter half of the year. This was due to a combination of factors including worsening fiscal deficit, liquidity moving from a glut following demonetization towards neutrality, higher inflation and a lack of buying interest from public sector banks due to fear of treasury losses. Looking ahead, we expect the current tightening cycle to be a relatively shallow one, barring any major global disruptions. However, RBI will have to remain on its toes as global environment turns more unpredictable coming out of years of accommodative monetary policies across most of the key economies across the world.

1. Brief background of Sponsor, Trust, Trustee Company and Asset Management

Company:

26

a. BOI AXA Mutual Fund BOI AXA Mutual Fund (‘the Fund’) was set up as a Trust by the Settlor, AXA Investment Managers, vide Trust Deed executed on November 16, 2007 with BOI AXA Trustee Services Private Limited (the Trustee Company) as a Trustee in accordance with the provisions of the Indian Trust Act, 1882 and is duly registered under the Indian Registration Act, 1908. The Trustee had entered into an Investment Management Agreement dated November 16, 2007 with BOI AXA Investment Managers Private Limited (‘the AMC’) appointing it as the Investment Manager for the schemes of the Fund. The Fund was registered with SEBI on March 31, 2008. Consequent upon Bank of India acquiring 51% stake in the AMC and Trustee Company, the aforesaid Trust Deed was restated on May 24, 2012 and the aforesaid Investment Management Agreement was amended on May 24, 2012. b. Bank of India and AXA Investment Managers – Sponsors BOI AXA Mutual Fund is co-sponsored by Bank of India and AXA Investment Managers. Bank of India was founded in 1906. BOI is a nationalized public sector bank. The Bank has been the first among the nationalised banks to establish a fully computerised branch and ATM facility way back in 1989. The Bank is also a Founder Member of SWIFT in India. The Bank has over 5,000 branches in India spread over all states/ union territories including specialized branches. Presently, Bank has overseas presence in 22 foreign countries spread over 5 continents – with 60 offices including 5 Subsidiaries, 5 Representative Offices and 1 Joint Venture, at key banking and financial centres viz., Tokyo, Singapore, Hong Kong, London, Jersey, Paris and New York. AXA Investment Managers is multi-expert asset management company within AXA Group, a global leader in financial protection and wealth management. AXA Group’s expertise includes (1) property & casualty insurance, (2) life & savings and (3) asset management. AXA Investment Managers (AXA IM) is one of the world's leading asset managers with assets under management (AUM) of EUR 746 billion as at December 31, 2017. Founded in 1994, AXA IM is an active asset manager fully owned and backed by the AXA Group. AXA IM provides both local and global investment solutions for a wide variety of clients, ranging from the AXA Group and its insurance companies, to institutional investors - pension funds, insurance companies, corporates, nonprofits, family offices and sovereign wealth funds - and distributors – both wholesale and retail. AXA IM's multi-expert business model is composed of single asset class-driven teams of investment experts - AXA Fixed Income, AXA Framlington, AXA Rosenberg, AXA Funds of Hedge Funds, AXA Real Estate, AXA Structured Finance – as well as a Investments Solutions team, which focuses on Asset Liability Management, Multi-asset Investments. AXA IM employs more than 2,399 employees that operate in 21 cities across 60 countries in Europe, the Americas, Asia and the Middle East.

27

c. BOI AXA Investment Managers Private Limited (‘the AMC’) BOI AXA Investment Managers Private Limited, the Investment Manager of the Fund, was set up as Bharti AXA Investment Managers Private Limited, a company under the Companies Act, 1956 on August 13, 2007. However, due to change in control of the Company, the name of the Company was changed to BOI AXA Investment Managers Private Limited. The AMC is a joint venture between Bank of India (“BOI”) and AXA Group represented by AXA Investment Managers Asia Holdings Pvt. Limited (AXA IMAHPL). The AMC was appointed as the investment manager of the Fund by the Trustee under Investment Management Agreement (“IMA”) dated November 16, 2007 and Investment Management Amendment Agreement dated May 24, 2012. Regulatory approval to act as asset manager for the Mutual Fund was obtained on April 1, 2008 and in the new name i.e. BOI AXA Investment Managers Private Limited on May 25, 2012. The Directors of the AMC as on May 31, 2018 are:

1. Mr. Bruno Guilloton – Representative of AXA IM 2. Mr. Robert Sherlock– Representative of AXA IM 3. Mr. Parshuram Panda- Representative of Bank of India 4. Mr. Sudhir Chand* 5. Mr. Sanjay Gupta* 6. Mr. Atul Sahasrabuddhe* 7. Mr. S C Kalia*

* Independent Directors

d. BOI AXA Trustee Services Private Limited (‘Trustee’) BOI AXA Trustee Services Private Limited (“the Trustee”) is a company registered under the Companies Act, 1956, and was appointed as the Trustee of BOI AXA Mutual Fund under the Trust Deed dated November 16, 2007 and restated deed of trust dated May 24, 2012.

The Trustee has been discharging its duties and carrying out the responsibilities as provided in the Regulations and the Trust Deed, and keeping in view the interests of the unitholders.

The Directors of the Trustee Company as on May 31, 2018 are:

1. Mr. Ravi Gupta - Representative of Bank of India 2. Mr. Simon Lopez – Representative of AXA IM 3. Mr. Raghu Palat* 4. Mr. Sumant Chadha* 5. Mr. A K Bhargava* 6. Mr. S A Bhat*

* Independent Directors

28

3. Significant Accounting Policies The significant accounting policies to the accounts of the schemes form part of the notes to accounts annexed to the Balance Sheet and Revenue Accounts of the Schemes disclosed in the full Annual Report. Accounting policies are in accordance with the Securities & Exchange Board of India (Mutual Fund) Regulations, 1996. 4. Systems Audit In terms of SEBI circular dated September 16, 2009, the mutual funds are required to conduct a systems audit every 2 years through Independent Auditors. As required by the said Circular, the AMC is in a process of conducting the Systems Audit, and the Systems Audit Report and Compliance status shall be placed before the Board of Trustees in the forthcoming Board meeting and filed with SEBI. 5. Unclaimed Dividends & Redemptions There are unclaimed dividends / redemption amount in any scheme of the Fund. The details of the same are given hereunder: Unclaimed Dividend as on March 31, 2018: Scheme Count Amount (in Rs.) BOI AXA Equity Debt Rebalancer Fund 2 584BOI AXA Large & Mid Cap Equity Fund (Earlier BOI AXA Equity Fund)

270 6,82,606

BOI AXA Manufacturing and Infrastructure Fund 63 70,824BOI AXA Conservative Hybrid Fund (Earlier BOI AXA Regular Return Fund) 22

11,390

BOI AXA Short Term Income Fund 5 5,801

BOI AXA Tax Advantage Fund 1,124 27,44,828

Grand Total 1,486 35,16,034 Redemption unclaimed as on March 31, 2018: Scheme Count Amount (in Rs.)

BOI AXA Large & Mid Cap Equity Fund (Earlier BOI AXA Equity Fund)

77 12,91,454

BOI AXA Liquid Fund 5 2,122BOI AXA Manufacturing and Infrastructure Fund 9 2,30,504BOI AXA Tax Advantage Fund 20 2,69,624

29

BOI AXA Ultra Short Duration Fund (Earlier BOI AXA Treasury Advantage Fund) 6 5,245Grand Total 117 17,98,949

6. Investor Complaint Redressal details In terms of SEBI circular dated May 13, 2010, the details of investor complaints for the FY 2017-18 are given in Annexure I to this Report. 7. Role of Mutual Funds in Corporate Governance of Public Listed Companies In terms of SEBI circular dated March 15, 2010 and March 24, 2014, the AMC is required to disclose its general policies and procedures for exercising the voting rights in respect of listed shares held for the schemes of the fund on its website as well as in the annual report distributed to the unit holders from the financial year 2012-13 onward. Accordingly, the statement on Annual disclosure of voting by the Fund in general meetings of listed companies during the FY 2017-18 along with its summary is given in Annexure II to this Report. Further, as per SEBI circular dated March 24, 2014, the AMC is also required to publish on its website a summary of the votes cast across all its investee company on a quarterly basis, within 10 working days from the end of the quarter. The AMC is also required to obtain Auditor's certification on the voting reports being disclosed by the AMC on annual basis. Accordingly, the certification by the Auditors on voting reports is enclosed as Annexure III to this report. The Trustee certifies that there are no adverse comments in the Certification given by the Auditors. 8. Statutory Information The Sponsor are not responsible or liable for any loss resulting from the operation of the Schemes of the Fund beyond their initial contribution of Rs. 1,00,000 for setting up the Fund, and such other accretions / additions to the same. The price and redemption value of the units, and income from them, can go up as well as down with fluctuations in the market value of its underlying investments in securities. Full Annual Report is available on the AMC Website www.boiaxamf.com. It is also available for inspection at the Head Office of the Mutual Fund between 10.30 am and 4.30 pm on all Business Days except Saturday and Sunday. Present and prospective unit holders can obtain copy of the trust deed, the full Annual Report of the Fund. The Annual Report of the AMC will also be available at the AMC Website, and can also be provided to Unitholders. 9. Liability and Responsibility of Trustee and Sponsors The key responsibility of the Trustee is to safeguard the interest of the Unitholders and inter alia ensure that the AMC functions in the interest of investors and in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, the provisions of the Trust Deed and the Scheme Information Document of the respective Schemes. From the information

30

provided to Trustee and the reviews the Trustee has undertaken, the Trustee believes AMC has operated in the interests of the Unitholders. The Sponsors are not responsible or liable for any loss resulting from the operation of the Schemes of the Fund beyond their initial contribution of Rs. 1,00,000 for setting up the Fund, and such other accretions / additions to the same. 10. Acknowledgements The Trustee thanks Securities & Exchange Board of India, Association of Mutual Funds in India, the investors, distributors, key partners, Karvy Computershare Pvt. Limited, the Registrar and Transfer Agent, Deutsche Bank, the Custodian and Fund Accountant for the Fund and other service providers, BOI AXA Investment Managers Private Limited and its employees for their trust and commitment, and looks forward to their continuous support. For BOI AXA Trustee Services Private Limited sd/- Director Place: Hyderabad Date: June 28, 2018

31

16

Data on redressal of Complaints received during FY 2017-18Number of Folios: 92825 (As of 31 Mar 2018)

Complaint Code

Type of Complaint#

(a) No. of complaint pending at the

beginning of the year

(b) No of complaints received

during the year

Action on (a) and (b)Resolved Non

Actionable*Pending

Within 30

days

30 -60 Days

60-180 days

Beyond 180 days

0-3 Months

3-6 Months

6-9 Months

9-12 Months

I A Non receipt of Dividend on Units

- 6 6 - - - - - - - -

I B Interest on delayed payment of Dividend

- - - - - - - - - - -

I C Non receipt of Redemption Proceeds

- 6 6 - - - - - - - -

I D Interest on Delayed payment of Redemption

- - - - - - - - - - -

II A Non receipt of Statement of Account/Unit Certificate

- 3 3 - - - - - - - -

II B Discrepancy in Statement of Account

- 192 192 - - - - - - - -

II C Non receipt of Annual Report/ Abridged Summary

- - - - - - - - - - -

III A Wrong switch between Schemes

- 4 4 - - - - - - - -

III B Unauthorized switch between Schemes

- - - - - - - - - - -

III C Deviation from Scheme attributes

- - - - - - - - - - -

III D Wrong or excess charges/load

- - - - - - - - - - -

III E Non updation of changes viz. address, PAN, bank details, nomination, etc

- 4 4 - - - - - - - -

IV Others - 63 63 - - - - - - - -Total 278 278

# including against its authorized persons/ distributors/ employees. etc. *Nonactionablemeansthecomplaintthatareincomplete/outsidethescopeofthemutualfund

ANNEXURE I

32

Summary of votes cast by the Mutual Fund during the financial year 2017- 2018:

Total no. of Resolutions

Quarter Break-up of Vote decision

For Against Abstained

1stQuarter(Apr-Jun2017) 66 58 3 5

2ndQuarter(Jul-Sep2017) 903 745 45 113

3rdQuarter(Oct-Dec2017) 26 23 3 0

4thQuarter(Jan-Mar2018) 43 35 8 0

Total 1038 861 59 118

ANNEXURE II

33

Quarter Meeting DateCompany Name

Type of meetings

Proposal by Management or Shareholder

Proposal's description Investee company’s

Management Recommendation

Vote (For/ Against/ Abstain)

Reason supporting the vote decision

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Adoption of Financial Statements FOR ABSTAIN

We believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not provide voting recommendations on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provides analysis of critical ratios.

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Declaration of Dividend FOR FORCRISIL Limited (CRISIL) has proposed a final dividend of Rs. 9 per share. During 2016, CRISIL paid three interim dividends, first of Rs. 5 per share, second of Rs. 6 per share and the third of Rs. 7 per share. Thus, total dividend for 2016 works out to Rs. 27 per share. The dividend payout ratio for the year is 88. 5% (88. 6% in 2015).

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Re‐appointment of Mr. Douglas Peterson FOR FORDouglas Peterson retires by rotation and is eligible to seek reappointment. He is the President and CEO of McGraw Hill Financial. His reappointment is in line with all statutory requirements.

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Appointment of Statutory Auditors FOR FORCRISIL proposes to appoint Walker Chandiok & Co LLP as statutory auditors. The previous statutory auditors S. R. Batliboi & Co are retiring as they have completed a term of ten years (since 2007). The appointment is in line with our Voting Policy on Auditor Rotation and in the spirit of section 139 of the Companies Act 2013.

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Appointment of Ms. Martina Cheung as a Non‐Executive Director, liable to retire by rotation FOR FORMartina Cheung is Executive Managing Director and Head of Risk Services, S&P Global Inc. She was appointed as Additional Director effective 19 July 2016. Her appointment is in line with all statutory requirements.

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Appointment of Mr. John L. Berisford as a Non‐Executive Director, liable to retire by rotation FOR FORJohn L Berisford is the Chairperson, S&P Global Ratings US. He was appointed as Additional Director effective 19 July 2016. His appointment is in line with all statutory requirements.

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Remuneration to Directors other than the Managing /Whole‐time Directors. FOR FORSince 2013, the company paid commission to Non‐Executive Directors between 0. 4% and 0. 5% of net profit. The aggregate commission paid has ranged between Rs. 8. 6 mn and Rs. 12. 4 mn since 2013. The company has not capped the absolute amount of commission payable to its Non‐Executive Directors.

Apr 17 ‐ Jun 17 20‐Apr‐17 CRISIL LTD AGM Management Amendments in CRISIL Employee Stock Option Scheme 2014 FOR AGAINST

The amendment will allow CRISIL to issue stock options at either face value or market price. This is a deterioration from the company’s earlier practice of issuing stock options at market price. The stated rationale for the change is that the scheme does not have sufficient options available to support the needs of the company’s large talent pool. We believe the company could consider launching a new scheme (options at market price) commensurate with the size of its talent pool. Issuing stock options aface value immediately rewards employees, without any need for value creation: CRISIL’s stock price has underperformed the relevant indices over the past one year – if the market has not valued the company’s growth, then employees (as shareholders do) must equally bear the burden. At the current market price of Rs. 1914. 0 per share and exercise price of Re. 1. 0 per share (face value), the total cost to the company will be Rs. 3. 0bn. Assuming that the cost is amortized over five years, the company will expense Rs. ~0. 6 bn. At annual cost aggregating over 18% of (2016) profits, the cost is high.

Apr 17 ‐ Jun 17 30‐Apr‐17V‐GUARD INDUSTRIES LIMITED

Postal Ballot Management To amend the Object Clause of the Memorandum of Association of the Company FOR FORTo align the existing MOA of the company with the requirements of the Companies Act, 2013 and to increase their presence in the home and kitchen appliances category, the company proposes to insert, “home and kitchen appliances of all kinds both electrical and non‐electrical”, in Clause III A of the Object Clause of the MOA of the company.


Postal Ballot Management To alter the Liability Clause of the Memorandum of Association of the Company FOR FORTo align the existing MOA of the company with the requirements of the Companies Act, 2013, the company proposes the alteration of the liability clause.


Postal Ballot Management To mortgage or create charge(s) on assets of the Company FOR FOR Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates.


Postal Ballot Management To issue further number of options for grant under ESOS 2013 FOR FOR

The cost impact of incremental options will be Rs. 36. 9 mn and will cause an equity dilution of 0. 05%. Assuming a vesting period of five years, the company will expense Rs. 7. 4mn per year incrementally, which is ~0. 7% of the FY16 net profit of the company. We note that the company has exhausted 90% of the existing scheme size of ~13. 5 mn stock options. It needs additional headroom to continue granting options under the scheme. The company should be more transparent in disclosing the basis on which it decides between issuing share options and RSU’s to employees and also the reasons for choosing to add options to existing scheme rather than initiating a new scheme.

Apr 17 ‐ Jun 17 3‐May‐17PI INDUSTRIES LTD

Postal Ballot ManagementOrdinary Resolution u/s 188(1)(f) of the Companies Act, 2013 for appointment of Mr. Salil Singhal as an Advisor

FOR FORGiven Salil Singhal’s business insights, and counter‐party relationships, we believe his continuing support to PI Industries will be in the long‐term interest of the company.

Apr 17 ‐ Jun 17 4‐May‐17

ADVANCED ENZYME TECHNOLOGIES LTD

Postal Ballot Management Sub‐Division of face value of Equity Shares of the Company FOR FORAdvanced Enzyme Technologies Limited (AETL) seeks shareholders’ approval to sub‐divide the nominal value of equity shares from Rs. 10 to Rs. 2 per share. The company’s shares are listed on BSE and NSE. The proposed subdivision is expected to improve the liquidity of the company’s shares in the stock market.

Apr 17 ‐ Jun 17 4‐May‐17


Postal Ballot ManagementAlteration of the Capital Clause in the Memorandum of Association of the Company consequent to the sub‐division of equity shares of the Company

FOR FORThe board has proposed to make appropriate alterations in the Memorandum of Association of the company to reflect the sub‐division of equity share capital.

Apr 17 ‐ Jun 17 4‐May‐17


Postal Ballot ManagementExtension of existing Employee Stock Option Scheme – 2015 and grant of Stock Options to the employees of Subsidiaries of the Company

FOR FOR

At the EGM held on 23 December 2015, the shareholders had approved the implementation of AETL‐ESOS 2015. The scheme was amended at the AGM held on 15 September 2016. The company is seeking approval to grant options to the employees of its subsidiaries through a separate resolution (which was not taken in the AGM). Under AETL ‐ ESOS 2015, a maximum of 0. 2 mn stock options (1 mn after sub‐division) will be granted, which will result in a maximum dilution of around 0. 9%. Assuming a vesting period of four years (and current market price of Rs. 2061. 3 per share), the company will expense 6. 8%‐12. 2% of FY16 consolidated PAT.

Apr 17 ‐ Jun 17 4‐May‐17


Postal Ballot Management Approval of AETL Employees Incentive Plan 2017 through trust route FOR AGAINST

Under AETL Employees Incentive Plan 2017, the number of stock options/ SARs which will be granted is 916,000 (4. 58 mn after sub‐division) or 5% of the paid‐up share capital, whichever is lower. This will lead to a dilution of ~3. 9%. The exercise price will not be higher than 80% of market price as on the date of grant and the company will follow fair value method for valuation. Assuming a vesting period of four years (and current market price of Rs. 2061. 3 per share), the company will expense ~Rs. 197. mn (26. 1% of FY16 PAT), which is high.

Apr 17 ‐ Jun 17 4‐May‐17


Postal Ballot ManagementExtension of AETL Employees Incentive Plan 2017 and grant of Stock options and other benefits to the Company’s subsidiaries

FOR AGAINSTThe company requires shareholder approval in a separate resolution to extend the AETL Employees Incentive Plan 2017 benefits to the employees of subsidiaries.

Apr 17 ‐ Jun 17 4‐May‐17


Postal Ballot ManagementAuthorization to Trust for acquisition of equity shares of the Company from Secondary market as per AETL Employees Incentive Plan 2017

FOR FOR

The AETL Employees’ Welfare Trust will be provided financial assistance by the company. The trust will acquire shares from the secondary market. Whenever the stock options/ SARs are exercised and the exercise price is paid by the employees, the trust will repay the loan amount to the company. The secondary acquisition will not exceed the limits prescribed under the SEBI (SBEB) Regulations, 2014.

Details of votes cast during the Financial Year 2017‐18

34

Apr 17 ‐ Jun 17 4‐May‐17NAVKAR CORPORATION LTD

Postal Ballot Management Variation in terms of Objects of the Issue. FOR FOR

In its prospectus, Navkar Corporation Limited had proposed to utilize Rs. 4. 8 bn of the IPO issue towards capacity enhancement of the Somathane CFS, development of the non‐notified areas of CFS, establishment of a logistics park at Valsad and repayment of debt, out of which Rs. 1. 2 bn remain unutilized. The company has decided to not procure some plant and machinery (amounting to Rs. 488. 5 mn) stated in the Objects. The company seeks shareholder approval to utilize this amount as well as Rs. 169. 52 mn earmarked towards contingencies and pre‐operative expenses, for repayment of borrowings. We support the resolution because the funds are used for debt reduction, which will strengthen the company’s capital structure.

Apr 17 ‐ Jun 17 9‐May‐17

ZEE ENTERTAINMENT ENTERPRISES

CCM Management

Resolution approving Composite Scheme of Arrangement pursuant to Section 230 to 233 and other applicable provisions of Companies Act, 2013 among Reliance Big Broadcasting Private Limited; and Big Magic Limited; and Azalia Broadcast Private Limited; and Zee Entertainment Enterprises Limited; and their respectiveShareholders and Creditors

FOR FOR

The company proposes to acquire the TV Broadcasting businesses of three Reliance entities which comprises two operational general entertainment channels (BIG Magic and BIG Ganga) and four other TV licenses. As consideration for the transferred businesses Zee will issue an aggregate of 3. 9 mn cumulative redeemable non‐convertible preference shares of face value Rs. 10. 0 each. These preference shares will have a tenure of three years. In addition, Zee will take over the debts of the demerged businesses of Rs. 2. 95 bn. Thus, the total consideration amounts to Rs. 2. 98 bn. The valuation is in line with peers. The scheme of arrangement is part of the company’s strategic plan to expand its portfolio of general entertainment channels. The equity shareholding pattern of Zee will not change.

Apr 17 ‐ Jun 17 11‐May‐17IIFL HOLDINGS LTD

CCM ManagementApproval of Scheme of Arrangement between IIFL Holdings Limited and 5Paisa Capital Limitedand their respective Shareholders and related matter thereto.

FOR FOR

IIFL Holdings Ltd. (IHL) plans to demerge its digital undertaking 5Paisa and transfer it to its 100% subsidiary 5Paisa Capital Ltd. (5PCL). The exchange ratio will be 1 share of 5PCL (FV Rs 10) for every 25 shares held in IHL. Post the transfer, IHL plans to list 5PCL on the designated stock exchanges post approval from SEBI and other relevant authorities, with a mirror shareholding of IHL.

Apr 17 ‐ Jun 17 12‐May‐17HCL TECHNOLOGIES LTD

Postal Ballot Management

Special Resolution to consider and approve buyback of up to 3,50,00,000 (Three crores fifty lacs) fully paid‐up Equity Shares of Rs. 2/‐ each of the Company at a price of Rs. 1,000/‐ (Rupees One thousand only) per EquityShare payable in cash for an aggregate amount of up to Rs. 3,500 crores (Rupees Three thousand five hundred crores only), on a proportionate basis from the equity shareholders / beneficial owners of the Equity Shares of the Company, through the "Tender Offer" route as prescribed under the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, and in accordance with the Companies Act, 2013 andthe Rules made thereunder.

FOR FORAt the buyback price of Rs. 1000 per share, the company will buyback 35 mn equity shares resulting in a 2. 45% reduction in the equity share capital. The promoters will participate in the buyback. The buyback will enable the company to distribute its surplus cash to its shareholders, and may improve return ratios.

Apr 17 ‐ Jun 17 16‐May‐17MOTHERSON SUMI SYSTEMS LTD

Postal Ballot Management Special Resolution for creation of charges on the assets of the Company FOR FOR

Motherson Sumi Systems Limited (MSSL) acquired PKC Group Plc, Finland. To fund this acquisition, the company and its step‐down subsidiary MSSL (GB), may borrow funds. To secure these borrowings, the company has proposed to create charge/ mortgage over shares of MSSL (GB) Ltd held by the company upto Rs. 22 bn (in INR or foreign currency) including hedging/ derivative facilities upto Rs. 5 bn. Creation charge/ mortgage on the assets of the company enables the company to raise securedebt. Secured loans have easier repayment terms, less restrictive covenants and marginally lower interest rates.

Apr 17 ‐ Jun 17 25‐May‐17ORIENT REFRACTORIES LIMITED

Postal Ballot Management To modify and ratify material related party transaction from RHI, Ag for the year 2016‐17. FOR FOR

The company has breached its approved limit of Rs. 600 mn for FY17, and therefore seeks approval to retrospectively increase the FY17 limit for related party transactions as well as ratify the transactions that have been undertaken with RHI Ag. We support the resolution because the transactions relate to the purchase and sales of goods and materials and do not include royalty payments, and have been entered into on an arm’s length basis. As a good practice, the company must approach shareholders for a limit expansion before breaching the limit.

Apr 17 ‐ Jun 17 25‐May‐17ORIENT REFRACTORIES LIMITED

Postal Ballot Management Approval of Material Related Party Transactions with RHI, Ag . FOR FOR

Given the higher demand in FY17, the company believes it needs further headroom to carry out transactions with RHI Ag, Austria in subsequent years. The increase in limit to Rs. 1260 mn for FY18 and an annual increment of up to 40% thereafter will provide the company with the flexibility it needs to cater to the growing demand for its products. We support this resolution because of the operational nature of the transactions with RHI Ag. We raise concerns as the company has provided neither a cap on the transaction value nor a specific timeline for the limit approval. We believe companies must approach shareholders for approval of limits on a periodic basis.

Apr 17 ‐ Jun 17 31‐May‐17CASTROL INDIA LTD

AGM ManagementTo receive, consider and adopt the Audited Financial Statements for the Financial Year ended 31 December 2016 and the Reports of the Board of Directors and the Statutory Auditors thereon.

FOR ABSTAIN

We believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not provide voting recommendations on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM ManagementTo confirm payment of interim dividend, special dividend and to declare a final dividend on equity shares for the Financial Year ended 31 December 2016.

FOR FOR

Castrol India Limited (Castrol) has proposed a final dividend of Rs. 4. 5 per equity share. It has already paid an interim dividend of Rs. 4. 5 per equity share, and a special dividend of Rs. 2. 0 per share. The total dividend per share has increased to Rs. 11. 0 per share in 2016 from Rs. 9. 0 per share in 2015. The total dividend outflow including dividend tax for 2016 is Rs. 6. 5 bn and dividend payout ratio is 97. 0%.


AGM ManagementTo appoint a Director in place of Mr. Omer Dormen (DIN 07282001), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FOROmer Dormen (DIN: 07282001) is the Managing Director of the company. His reappointment is in line with the statutory requirements. Omer Dormen is an alumni of North London University. He was appointed as Managing Director by the company in 2015, and has over 30 years from experience in business management.


AGM ManagementTo appoint a Director in place of Ms. Rashmi Joshi (DIN 06641898), who retires by rotation and being eligible, offers herself for re‐appointment.

FOR FORMs. Rashmi Joshi (DIN: 06641898) is the Director – Finance (CFO) of the company. Her reappointment is in line with the statutorrequirements. Ms. Rashmi Joshi is a qualified Chartered Accountant and Company Secretary. She was appointed as Director Finance, in 2013, and has more than 25 years of experience in finance functions across various industries.


AGM Management To appoint Statutory Auditors and fix their remuneration. FOR FORDeloitte Haskins & Sells LLP is replacing SRBC & Co LLP as the statutory auditors. Their appointment is in line with the statutory requirements.


AGM Management

The payment of the remuneration of Rs. 3,00,000/‐ (Rupees Three Lakhs only) with applicable service tax plus reimbursement of related business expenses reimbursable at actuals, to M/s. Kishore Bhatia & Associates, Cost Accountants (Registration No. 00294), who were appointed by the Board of Directors of the Company, as Cost Auditors to conduct audit of the cost records maintained by the Company for the Financial Year ending 31 December 2017.

FOR FORThe board has approved the appointment of Kishore Bhatia & Associates as cost auditors for the year ended 31 December 2017 on a total remuneration of Rs. 0. 3 mn, plus applicable service tax and out of pocket expenses. The total remuneration proposed to be paid to the cost auditors in 2017 is reasonable compared to the size and scale of the company.

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM ManagementAdoption of standalone and consolidated financial statements for the year ended March 31, 2017

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is critical exercise and requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of accounts, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM Management Approval of dividend on equity shares FOR FORFor the year ended 31‐Mar‐2017, YES Bank proposes to pay a final dividend of Rs. 12. 0 per share, up 20% from Rs 10 paid in FY16. PAT has increased 31. 5% from Rs 25. 4 bn to Rs 31. 5 bn in FY17. Dividend payout decreased to 18. 9% in FY17 from 19. 9% in FY16.

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM ManagementAppoint a director in place of Mr. Ajai Kumar (DIN: 02446976), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORAjai Kumar has been senior Strategic Advisor of the Bank from July 2014 to January 2016. Prior to this he was CMD – Corporation Bank. He was appointed as director liable to retire by rotation in the AGM of FY16. His reappointment is in line with all statutory requirements.

35

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM ManagementRatification of appointment of M/s. B S R & Co. LLP., Chartered Accountants as Auditors andfixation of remuneration thereof

FOR FOR

BSR and Co. (KPMG Group) were the auditors prior to FY12. YES Bank appointed BSR & Co LLP again as statutory auditors for four years in the AGM of FY16. While the cooling off period for auditor reappointment is five years under Companies Act 2013, it is two years (for private sector banks) as per RBI guidelines. YES Bank comes under the purview of the RBI guidelines, the ratification of appointment of BSR & Co. Is in line with all banking statutory requirements.

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM ManagementTaking on record the approval accorded by Reserve Bank of India (RBI) for appointment including the terms of appointment of Mr. Ashok Chawla (DIN ‐ 00056133) as Non‐Executive Part‐Time Chairman of the Bank and to approve his remuneration in terms of RBI Approval.

FOR FORAshok Chawla is Chairperson, National Stock Exchange (NSE) and former Chairperson of Competition Commission of India. He was appointed as Independent Director in June 2016 and as Part time, Non‐Executive Chairperson in October 2016. His proposedremuneration of Rs 3. 0 mn + perquisites + sitting fees is in line with that paid to Chairpersons of other private sector banks.

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM Management Approval for increase in the borrowing limits from Rs 50,000 Crore to Rs 70,000 Crore FOR FOR

The Bank is well capitalized ‐ its capital adequacy ratio of 17. 0% is much higher than RBI’s minimum requirement under BASEL III norms. Further, YES Banks’s debt is rated ICRA AA+(Tier I)/ ICRA AA / Stable/ICRA A1+ and Moody’s Baa3 / Stable / Prime‐3, which indicates a high degree of safety regarding timely servicing of financial obligations. Considering the growth in business and operations of the Bank, its present and future requirements, YES Bank needs fresh funds. Since YES Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank’s debt levels will be regulated at all times.

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM ManagementApproval for borrowing/ raising funds in Indian/ foreign currency by issue of debt securities upto Rs 20,000 Crore (the “NCDs”) to eligible investors on private placement basis

FOR FORYES Bank seeks approval to borrow/raise funds in Indian /foreign currency by issue of debt securities in one or more tranches upto Rs 200 bn. This limit will be within the overall borrowing limit of Rs 700 bn. YES Banks’s debt is rated ICRA AA+(Tier II)/ Stable/ICRA A1+ and Moody’s Baa3 / Stable / Prime‐3.

Apr 17 ‐ Jun 17 6‐Jun‐17 YES BANK LTD AGM Management Appointment of Ms. Debjani Ghosh (DIN: 07820695) as an Independent Director FOR FORMs. Debjani Ghosh is the former Vice President, Sales & Marketing Group (SMG), Intel, and Managing Director, Intel South Asia. Her appointment is in line with all statutory requirements.

Apr 17 ‐ Jun 17 7‐Jun‐17THE FEDERAL BANK LTD


Special Resolution for issuing specified securities in the said resolution in one or more tranches for an amount not exceeding in the aggregate Rs 2500 Crore (Rupees Two Thousand Five Hundred Crore only) or its equivalent amount in such foreign currencies as may be necessary, inclusive of any premium by way of public issue, private placement, or rights issue including Qualified Institutions Placement (“QIP”)

FOR FOR

Federal Bank’s Common Equity Tier 1 (CET 1 Capital) as on 31 March 2017 is 11. 8% (far lower than 14. 8% as on 31 March 2015) and nearing the bank’s stated internal risk appetite limit for CET 1 capital at 11. 5%. The proposed infusion, which will result in a dilution of 11. 2% for non‐participating shareholders, will shore up the bank’s capital adequacy levels and help support future growth and expansion.

Apr 17 ‐ Jun 17 7‐Jun‐17THE FEDERAL BANK LTD

Postal Ballot ManagementSpecial Resolution for increasing the ceiling limit on total holdings of FII/FPIs through primary or secondary marketroute, up to an aggregate limit of 74% of the paid‐up share capital of the Bank.

FOR FOR

Federal Bank’ aggregate FII and FPI holding as on 31 March 2017 is 46. 3% of its paid‐up equity share capital. In line with the erstwhile sectoral caps, the bank currently has an approved individual holding limit for FIIs/FPIs and NRIs at 49% and 24% respectively. In the Union Budget 2015‐16, individual caps on different types of foreign investment were removed and replaced with a composite cap. Accordingly, Federal Bank now proposes to increase the FII/FPI investment limit on a combined basis from 49% to 74%. This is in line with the Government’s Consolidated FDI Policy 2016 and will give the bank flexibility in raising foreign capital.

Apr 17 ‐ Jun 17 12‐Jun‐17ICICI BANK LTD

Postal Ballot ManagementOrdinary Resolution for increase in the Authorised Share Capital of the Company and consequent amendment tothe Capital Clause of the Memorandum of Association

FOR FOR

ICICI Bank proposes to increase the equity shares component of its authorized equity capital from 6. 3 bn shares to 10. 0 bn shares to accommodate the 1:10 bonus issue as proposed in Resolution #3. The authorized share capital will aggregate Rs. 25. 0 bn, after including the other and preference share capital of Rs 5. 0 bn. As of 31 March 2017, the issued and subscribed equity capital of ICICI Bank Ltd. Stood at Rs 11. 6 bn divided into 5. 8 bn equity shares of face value Rs 2 each, with no issuances of preference or other shares.


Postal Ballot Management Special Resolution for alteration of Capital Clause of Articles of Association FOR FORThe capital clause of the Articles of Association would require amendment to accommodate the bonus issue proposed in Resolution # 3


Postal Ballot ManagementOrdinary Resolution for issue of Bonus Shares in proportion of 1:10 i.e. 1 (one) equity share of ` 2/‐ eachfor every 10 (ten) fully paid‐up equity shares of ` 2/‐ each

FOR FORFor the bonus shares ICICI Bank will be capitalizing ~Rs 1. 2 bn from the securities premium account as on 31 March 2017. Post‐bonus paid up share capital is expected to be around Rs 12. 8 bn consisting of ~ 6. 4 bn equity shares of face value Rs 2 each.


Postal Ballot Management Special Resolution for Amendment to the Employee Stock Option Scheme FOR FOR

ICICI Bank proposes to revise the exercise period from 10 years of date to vesting to a period upto 10 years from vesting as decided by the Nomination and Remuneration Committee. The amendment is intended to cover only future grants and not grants already made. There is no incremental exercise period being granted or proposed. The present definition is fixed and does not allow flexibility to align the exercise period of future grants to reflect the time horizon of short and long term strategies of the Bank. The change in exercise period does not have material implications for shareholders – since there is no change in the expected equity dilution.

Apr 17 ‐ Jun 17 13‐Jun‐17INDRAPRASTHA GAS LTD


Special Resolution for increase in the aggregate limit of investment by Foreign Institutional Investors and their sub‐accounts/ Registered Foreign Portfolio investors under the Portfolio/Foreign Portfolio Investment Scheme to 30% of the paid up equity share capital of the Company.

FOR FOR

The RFPIs and FIIs may invest in the equity shares of a company upto the sectoral cap/ statutory limit subject to shareholder approval. The company is proposing to enhance the RFPI/ FII investment limit from 24% to 30% of the paid‐up equity capital of the company under the Portfolio/ Foreign Portfolio Investment Scheme. The increased shareholding limit for RFPIs/ FIIs in a company normally results in enhanced shareholder value.

Apr 17 ‐ Jun 17 13‐Jun‐17MAHINDRA MAHINDRA LTD

CCM Management

Resolution approving Scheme of Arrangement pursuant to sections 230 to 232 read with section 52 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies Act, 1956, as may be applicable, between Mahindra Two Wheelers Limited (“Demerged Company”) and Mahindra & Mahindra Limited (“Resulting Company”) and their respective Shareholders and Creditors.

FOR FOR

The outside shareholders of MTWL (they hold 7. 75% in MTWL) will be issued 0. 5mn equity shares, which will dilute existing M&M shareholders by a marginal 0. 08%. The swap ratio values the business at Rs. 9. 0 bn which is relatively small compared to M&M overall business. Further, the transaction does not change the consolidated financial profile of the company, but may ease operational bottlenecks for the two‐wheeler business of the company.

Apr 17 ‐ Jun 17 14‐Jun‐17PIRAMAL ENTERPRISES LTD


Special Resolution pursuant to the provisions of Sections 23, 41, 42, 62(1)(c), 71, 179 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and subject to all applicable regulatory requirements for the purpose of issuance of Securities for an aggregate amount not exceeding Rs 5,000 Crores.

FOR FOR

The company proposes to issue securities like equity shares, GDRs, ADRs, FCCBs, CDs upto Rs. 50. 0 bn. Assuming current market price of Rs. 2731. 1 per share, the company will have to issue 18. 3 mn new equity shares. This issuance will lead to a dilution of 9. 6% on post–issuance share capital. The proceeds from the issuance will be utilized to meet the company’s 2020 targets, which include: 1. Expand its pharma presence in key markets (US, Europe, Japan, etc. ) 2. Diversify the Real Estate lending portfolio to lower the risk profile. 3. Expand operations into Housing finance which requires a current outlay of Rs. 10 bn. 4. Provide stressed asset funding – PEL has recently launched an India focused distress fund with Bain Capital Credit for investing in debt/ equity in distress companies in sectors other than real estate. Both partners have already committed $75‐$100 mn each.

Apr 17 ‐ Jun 17 20‐Jun‐17

SUN PHARMACEUTICAL INDUSTRIES

CCM ManagementApproval for the Scheme of Arrangement among Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited, Vidyut Investments Limited and Sun Pharmaceutical Industries Limited and their respective members and creditors.

FOR FORSun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited and Vidyut Investments Limited are wholly owned subsidiaries of the company. The merger of these subsidiaries with the company will not result in any dilution to shareholders and not impact the consolidated financial statements of the company.

Apr 17 ‐ Jun 17 24‐Jun‐17 INFOSYS LTD AGM Management Adoption of financial statements FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios

Apr 17 ‐ Jun 17 24‐Jun‐17 INFOSYS LTD AGM Management Declaration of dividend FOR FORDuring the year, the total dividend aggregated to Rs. 69. 8 bn. Infosys has paid an interim dividend of Rs. 11 per share and is proposing to pay an additional Rs. 14. 75 per share as final dividend. Payout ratio is 50. 5% of the consolidated PAT as per the dividend policy of the Company.

Apr 17 ‐ Jun 17 24‐Jun‐17 INFOSYS LTD AGM Management Appointment of U.B. Pravin Rao as a director liable to retire by rotation FOR FOR

U. B. Pravin Rao was reappointed as wholetime director liable to retire by rotation in June 2015. His term as Chief Operating Officer of Infosys ends on 9 January 2019. As per Section 152 of the Companies Act, 1/3rd of the total number of directors of a company (liable to retire by rotation) need to retire at every AGM. For calculating the same, independent directors are required to be excluded. In Infosys’ case, only the two Executive Directors are subject to retire by rotation. Hence, U. B. Pravin Rao retires by rotation and needs to be reappointed every alternate year.

Apr 17 ‐ Jun 17 24‐Jun‐17 INFOSYS LTD AGM Management Appointment of auditors FOR FOR The appointment is in line with all statutory requirements. Apr 17 ‐ Jun 17 24‐Jun‐17 INFOSYS LTD AGM Management Appointment of branch auditors FOR FOR The appointment is in line with all statutory requirements.

36

Apr 17 ‐ Jun 17 25‐Jun‐17MOTHERSON SUMI SYSTEMS LTD

Postal Ballot Management Issuance of Bonus Shares to the existing shareholders FOR FORThe company proposes issuance of bonus shares to the shareholders of the company in the ratio of 1:2 (one equity share for every two equity shares held). This will improve the liquidity of the equity shares traded in the secondary market.

Apr 17 ‐ Jun 17 28‐Jun‐17CAN FIN HOMES LTD

AGM ManagementConsideration and adoption of audited financial statements for the year ended March 31, 2017 together with the Reports of Directors and Auditors.

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM ManagementOffer or invitation for subscription for Non‐Convertible Debentures (NCDs) aggregating to Rs 6,000 Crore on private placement.

FOR FORThe total dividend per share has remained flat at Rs. 10 per share in FY17 aggregating to Rs. 266. 3 mn. The dividend payout ratio is 13. 6% v/s 20. 4% for FY16.


AGM ManagementDeclaration of dividend of Rs 10/‐ per equity share for the financial year ended March 31, 2017.

FOR FORMs. P V Bharathi (DIN: 06519925) is a Certified Associate of Indian Institute of Bankers (CAIIB) and Executive Director of Canara Bank. Her reappointment is in line with all statutory requirements.


AGM ManagementRe‐appointment of Smt. P V Bharathi, Director, retiring by rotation and being eligible, offers herself for re‐appointment.

FOR FOR Their appointment is in line with all statutory requirements.


AGM Management

Appointment of M/s. Varma & Varma, Chartered Accountants, as statutory auditors of the Company to hold office from the conclusion of this 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting, subject to ratification by membersevery year, as applicable, at such remuneration and out‐of‐pocket expenses, as may be decided by the Board of Directors of the Company and to authorise the Board of Directors to appoint branch auditors as per Section 143(8) of the Companies Act, 2013.

FOR FORAs at 31 March 2017, the company’s networth was Rs. 10. 8 bn. The deposits accepted from public will not exceed Rs. 54 bn and will be within the borrowing limit of the company. The company’s fixed deposit programme is rated ICRA MAAA (Negative), which denotes high credit quality and carries low credit risk.


AGM Management Consent of the members to the Board of Directors for acceptance of deposits from public. FOR FOR G Naganathan (DIN: 00423686) is a Chartered Accountant. His appointment is in line with all statutory requirements.


AGM Management Appointment of Shri. G Naganathan, FCA, as an Independent Director. FOR FORThallapaka Venkateswara Rao (DIN: 05273533) is an Associate Member of the Indian Institute of Bankers (CAIIB) with over 39 years of experience. His reappointment is in line with all statutory requirements.


AGM ManagementRe‐appointment of Shri Thallapaka Venkateswara Rao (T V Rao), Independent Director for a further period of one year

FOR FOR N Prithviraj (DIN: 00115317) is the Chairperson of Can Fin Homes. His reappointment is in line with all statutory requirements.


AGM ManagementRe‐appointment of Shri Kokkarne Natarajan Prithviraj (K N Prithviraj), Independent Director for a further period of one year

FOR FOR

As on 31 March 2017, the company had outstanding borrowings of Rs. 118. 7 bn, as against an existing borrowing limit of Rs. 160 bn. The company has a credit rating of ICRA AAA/Negative/ICRA A1+, which denotes highest degree of safety regarding timely servicing of debt obligations. Incremental debt will be required to fund the growing operations of the company. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimum capital adequacy ratio.


AGM ManagementIncreasing the borrowing powers of the Board of Directors of the Company from Rs 16,000 Crore to Rs 20,000 Crore.

FOR FORThe proposed issuance will be within the overall borrowing limit of Rs. 200 bn and consequently, there are no material implications for minority shareholders.

Jul 17 ‐ Sept 17 1‐Jul‐17

HINDUSTAN PETROLEUM CORPORATION LTD

Postal Ballot Management To Capitalize Reserves of the Company and to Issue Bonus Shares FOR FOR

A Public Sector Enterprise is required to consider issue of bonus shares in order to comply with the DIPAM guidelines. According to these guidelines, every Central Public Sector Enterprise must issue bonus shares when reserves and surplus are equal to or more than ten times the paid‐up equity share capital of the company. Even after the bonus issuance during FY17 (approved in 2016 AGM), the reserves and surplus of the company is ~23 times of its paid‐up equity share capital. Post issuance, the equity share capital of the company will increase to Rs. 15. 24 bn comprising 1. 52 bn equity shares of Rs. 10 each. Issuance will result in capitalization of Rs. 5. 1 bn from the reserves of the company. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable

Jul 17 ‐ Sept 17 3‐Jul‐17THE SUPREME INDUSTRIES LIMITED

AGM Management

To receive, consider and adopt the financial statements of the Company for the year ended 31st March, 2017, including the Audited Balance Sheet as at 31st March, 2017, the Statement of Profit & Loss for the year ended on that date and reports of the Board of Directors and Auditors thereon.



AGM Management To declare final dividend (including special dividend) on Equity Shares for the Financial Year ended 31st March, 2017 and to confirm the payment of Interim Dividend on Equity Shares by the Board of Directors of the Company.

FOR FORThe aggregate dividend is Rs. 15. 0 per share. The total dividend outflow including dividend tax for FY17 is Rs. 2. 3 bn. The dividend payout ratio for FY17 is 60. 7%.


AGM Management To appoint a Director in place of Shri V.K. Taparia (Director Identification No. 00112567), who retires by rotation and being eligible, offers himself for reappointment.

FOR FORVijaykumar Taparia is the company’s Promoter and Executive Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.


AGM Management Ratification of appointment of Statutory Auditors and appointment of Branch Auditors. FOR FORThe company proposes to ratify Lodha & Co as the statutory auditors. Lodha & Co was appointed in FY16 AGM for a period of five years. The proposed ratification is in line with the statutory requirements and our voting policy on auditor rotation.


AGM Management Alteration of Article of Association. FOR FORSupreme proposes to adopt a new set of Articles of Association (AoA) to delete/ amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013. The company has uploaded the revised AoA on its website.


AGM Management Approving the re‐appointment of Shri S.J. Taparia (Director Identification No. 00112513) as Executive Director as a Director liable to retire by rotation.

FOR FORShivratan Jeetmal Taparia was re‐appointed as an Executive Director at FY13 AGM from 7 January 2014 for five years. He was not liable to retire by rotation during his tenure. The company is proposing to change his residual term of office to make his directorship liable to retire by rotation. With this, there will be three Directors liable to retire by rotation.


AGM Management Ratification of remuneration of Cost Auditors. FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 4‐Jul‐17LARSEN TOUBRO LTD


Ordinary Resolution for issue of Bonus Shares in the ratio of One Bonus Equity Share of Rs.2/‐ for every Two Fully paid‐up Equity Shares of Rs. 2/‐ each, by Capitalisation of Reserves pursuant to Article 153 of the Articles of Association and Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

FOR FOR

Presently the company’s equity share capital comprises 0. 93 bn equity shares of Rs. 2 each aggregating to Rs. 1. 86 bn. After issuance of one equity share as bonus to two equity shares held in the company, the paid‐up share capital will increase to 1. 39 bn equity shares of Rs. 2 each aggregating to Rs. 2. 82 bn. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

Jul 17 ‐ Sept 17 5‐Jul‐17CAPITAL FIRST LIMITED

AGM Management Adoption of standalone and consolidated financial statements for the year ended March 31, 2017.



AGM Management Declaration of a dividend of Rs 2.60/‐ per Equity Share of the Company for the Financial Year ended March 31, 2017.

FOR FORCapital First has proposed a final dividend of Rs. 2. 6 per equity share, while it paid a dividend of Rs. 2. 4 in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 3 bn, while the dividend payout ratio is 13. 6%.


AGM Management Appointment of a Director in place of Mr. Vishal Mahadevia (DIN 01035771), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORVishal Mahadevia is the Managing Director and Co‐Head India for Warburg Pincus, India (promoter). He has attended 57% of board meetings this year and 75% of board meetings over the last three years (15 meetings attended out of 20). We expect directors to take their fiduciary responsibility seriously and attend all the meetings.

37


AGM Management

Appointment of M/s. B S R & Co., LLP, Charterted Accountants, having ICAI firm Registration No. 101248W/W‐100022, as Statutory Auditors of the Company to hold office until the conclusion of the Seventeenth Annual General Meeting of the Company and to authorise the Board to fix their remuneration.

FOR FOR B S R & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management To approve re‐appointment of Mr. N. C. Singhal (DIN 00004916) as Non‐Executive Independent Director of the Company.

FOR FOR NC Singhal, 80, joined Capital First’s board in 2010. He is a former executive of ICICI Ltd. And is also on the board of Birla Sun Life Asset Management Co. Ltd. And Sun Pharma Laboratories Ltd. We will not classify him as an independent director, once his overall tenure on the board exceeds ten years.


AGM Management To approve re‐appointment of Mr. M. S. Sundara Rajan (DIN 00169775) as Non‐Executive Independent Director of the Company.

FOR FORM S Sundara Rajan, 67, joined Capital First’s board in 2013. He is the former CMD of Indian Bank and has worked with Union Bank of India for over 33 years. He is also on the board of Varun Industries Ltd. And Sharda Cropchem Ltd. His appointment meets all statutory requirements.


AGM Management To approve re‐appointment of Mr. Hemang Raja (DIN 00040769) as Non‐Executive Independent Director of the Company.

FOR FORHemang Raja, 58, joined Capital First’s board in 2013. He has worked as the MD for IL&FS Investsmart Ltd. And Asia Growth Capital Advisors (India). He is also on the board of Multi Commodity Exchange of India Ltd. His appointment meets all statutory requirements.


AGM Management To approve bonus of Mr. Apul Nayyar (DIN 01738973), Executive Director of the Company forFinancial Year 2016‐17 and approve revision in his remuneration for Financial Year 2017‐18.

FOR FOR

Apul Nayyar, 44, has around 18 years of experience in the Financial Services industry. He was appointed as Executive Director in FY16 AGM for two years and is currently the Head of Capital First’s Retail business. As a practice, the company seeks shareholder approval for bonus payouts relating to previous years. In line with this practice, Capital First seeks shareholder’s approval for paying him bonus of Rs. 15. 0 mn for FY17 and revise his remuneration for FY18 at Rs. 55. 1 mn. His remuneration is commensurate with the size and complexity of the business and is in line with the peers.


AGM Management To approve bonus of Mr. Nihal Desai (DIN 03288923), Executive Director of the Company for Financial Year 2016‐17 and approve revision in his remuneration for Financial Year 2017‐18.

FOR FOR

Nihal Desai, 49, has around 22 years of experience in the Financial Services industry and is currently responsible for the Risk, IT and Operations functions at Capital First. He was appointed as Executive Director in FY16 AGM for two years. As a practice, the company seeks shareholder approval for bonus payouts relating to previous years. In line with this practice, Capital First seeks shareholder’s approval for paying him bonus of Rs. 15. 0 mn for FY17 and revise his remuneration for FY18 at Rs. 55. 1 mn. His remuneration is commensurate with the size and complexity of the business and is in line with the peers


AGM Management To consider and approve ‘CFL Employee Stock Option Scheme 2017’ for Employees of the Company.

FOR FORAs per the scheme 2. 5 mn options will be issued at market price (as confirmed by Capital First). The expected dilution on conversion of options will be ~2. 5%. As Capital First values options as per intrinsic value, the cost of the scheme is will be marginal.


AGM Management To consider and approve ‘CFL Employee Stock Option Scheme 2017’ for Employees of the Subsidiary(ies).

FOR FOR The employees of the subsidiaries will also be entitled to receive options, within the overall size of the scheme.


AGM Management To approve increase in Borrowing limits under section 180 (1) (c) upto ` 30,000 crore, over and above the aggregate, for the time being, of the paid‐up capital and free reserves of the Company.

FOR FOROn 31 March 2017, Capital First’s standalone debt was Rs. 111. 1, while the capital adequacy was at 20. 3%. Incremental borrowing will be utilized for the growth of business. Debt levels in an NBFC are typically reined in by the RBI requirement of maintaining a slated minimum capital adequacy ratio


AGM Management To approve issue of Non Convertible Debentures in one or more tranches. FOR FORThe issuance of Non‐Convertible Debentures on private placement basis will be within the overall borrowing limit. Capital First has not disclosed the quantum of funds it proposes to raise through NCDs.


AGM Management To approve raising of funds through issue of Securities. FOR FOR If Capital First were to raise Rs. 5. 0 bn at the current market price, there will be an equity dilution of ~ 6. 6% for the existing shareholders. Given the credit growth displayed in the past, it will require additional fund for fuelling its future growth and maintaining capital adequacy ratio.


AGM Management To approve change in place of keeping, maintaining, preserving and inspection of registers, returns etc.

FOR FORThe registers, returns and other records are currently kept at the office of its registrar and share transfer agent, Link Intime India Private Limited which has changed, with effect from February 25, 2017. As the documents will continue to be kept in Mumbai, the shift should not cause inconvenience to shareholders.

Jul 17 ‐ Sept 17 5‐Jul‐17

NAVIN FLUORINE INTERNATIONAL L


To provisions of the Memorandum of Association and Articles of Association of the Company and subject to such other approvals, consent and clearances as may be required, consent of the Members of the Company be and is hereby granted to the Board of Directors for sale/transfer/hiving off of the enitre business relating to the manufacture and sale of specialty fluorochemical having application in healthcare, being conducted at the Dahej facility of the Company.

FOR AGAINST

NFIL is proposing to sell its entire business for the manufacture and sale of specialty fluorochemical, located at Dahej to CCPL. CCPL was incorporated as a JV (49:51) between NFIL and Piramal Enterprises Limited (PEL). NFIL had an agreement with PEL that it will set up a manufacturing plant at Dahej, Gujarat, and transfer it to CCPL once it commences commercial production. As the plant has now commenced commercial production, NFIL is proposing to transfer it as a going concern on slump sale basis at net book value (Rs. 1. 7 bn). It is proposed to sub‐lease 45,258 sq. Mtrs. Out of 343,330 sq. Mtrs. Land at Dahej to CCPL on pro‐rata basis. The company has not specified whether the sale will be at arm’s length. It has not given any details about how the company is going to fund the transaction. There is no clarity on the total amount which has been spent by the company on setting up the facility.

Jul 17 ‐ Sept 17 7‐Jul‐17TEAM LEASE SERVICES LIMITED

AGM Management Adoption of financial statements (including the consolidatedfinancial statements)



AGM Management Re‐Appointment of Mr. Manish Mahendra Sabharwal retires byrotation and being eligible, offered himself for Re‐appointment

FOR FORManish Mahendra Sabharwal, 47, is the Co‐founder and Executive Chairperson. His reappointment meets all statutory requirements.


AGM Management Appointment of Auditors FOR FOR S R Batliboi & Associates LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Ratification of ESOP Scheme, 2015 FOR FOR

TSL’s board decided to implement ESOP scheme 2015 in FY16. For implementation of the scheme, TeamLease Employee Stock Option Plan Trust (TESOPT) was created. The promoters transferred 201,114 shares, without any consideration to TESOPT. TSL granted 97,170 options on 1 October 2015 and 29,470 options on 1 October 2016 under the scheme. TSL seeks shareholder’s approval for ratification of the 126,640 options already issued and balance 74,474 options to be issued in future. As the options are granted by TESOPT, (which were transferred by the promoters) there is no cost impact for TSL and no dilution for existing shareholders.


AGM Management Approval of the new Grants under ESOP Scheme, 2015 FOR FORWhile resolution no. 4 seeks approval for the entire ESOP scheme 2015, this resolution seeks shareholder’s approval for the 29,470 options issued on 1 October 2016 under the scheme. As the options are granted by TESOPT, (which were transferred by the promoters) there is no cost impact for TSL and no dilution for existing shareholders.

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2017


Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Approval of dividend on equity shares for the financial year ended 31st March, 2017. FOR FORUPL Limited (UPL) has proposed a final dividend of Rs. 7. 0 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 4. 3 bn. The dividend payout ratio is 177. 9%.

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Re‐appointment of Mr. Jaidev Rajnikant Shroff (DIN: 00191050), Non‐Executive Director, who retires by rotation.

FOR FORJaidev Shroff is designated Global CEO of the group, but he does not hold an executive position in any of the companies. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Re‐appointment of Mrs. Sandra Rajnikant Shroff (DIN: 00189012), Non‐Executive Vice Chairman, who retires by rotation.

FOR FORMs. Sandra Shroff is the Vice‐Chairperson. She is liable to retire by rotation and her reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Appointment of Messrs B S R & Co. LLP, Chartered Accountants, as Auditors and fixing their remuneration.

FOR FORB S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Ratification of remuneration of the Cost Auditors for the financial year ending March 31, 2018.

FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

38

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Special Resolution ‐ Private placement of Non‐Convertible Debentures. FOR FOR The proposed NCDs will be issued within the overall borrowing limit of Rs. 100 bn.

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Special Resolution ‐ Approval of UPL Limited ‐Employees Stock Option Plan 2017. FOR FOR

UPL is seeking shareholder approval again for ESOP 2017 after changing the exercise price to the average of closing market price of the equity shares of the company of preceding 20 trading sessions on the stock exchange. As per Ind‐AS, stock options will be valued at fair value. Assuming all the options are granted at exercise price of Rs. 861. 9 per share (CMP), the cost per year will aggregate to Rs. 158. 6 mn (assuming a vesting period of five years). This represents 0. 9% of the consolidated FY17 PAT. The scheme size is small, and will result in a marginal dilution of 0. 5%.

Jul 17 ‐ Sept 17 8‐Jul‐17 UPL LTD AGM Management Special Resolution ‐ Grant of options to the employees of the Subsidiary Company(ies) of the Company under Employees Stock Option Plan 2017.

FOR FORThe company requires shareholder approval in a separate resolution to extend the ESOP 2017 benefits to the employees of subsidiaries.

Jul 17 ‐ Sept 17 11‐Jul‐17JYOTHY LABORATORIES LTD

AGM Management Adoption of the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2017 and the reports of the Board of Directors and Statutory Auditors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios


AGM Management Declaration of Dividend on equity shares of the Company for the financial year ended March 31, 2017.

FOR FOR The total payout including the dividend tax is Rs. 1. 3 bn. The dividend pay‐out ratio for the year is 64. 3%.


AGM Management Appointment of Director in place of Ms. M. R. Jyothy, who retires by rotation and being eligible, offers herself for re‐appointment.

FOR FOR Ms. MR Jyothy is part of the promoter group and the Chief Marketing Officer of the company. She retires by rotation and her reappointment is in line with statutory requirements.


AGM Management Appointment of Statutory Auditors and fixing their remuneration. FOR FORBSR & Co LLP’s appointment is in line with our Voting Policy on Auditor Re‐Appointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Payment of remuneration to Non‐Executive Directors of the Company by way of Commission. FOR FORThe company had earlier sought approval to pay commission to non‐executive directors for a period of five years upto 31 March 2017. The company proposes to extend the validity of the approval. In the past, the commission has aggregated Rs. 3. 2 mn for the non‐executive directors, which is reasonable compared to the size of the company


AGM Management Ratification of remuneration of Cost Auditors. FOR FOR The remuneration of Rs. 300,000 paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Adoption of Audited Financial Statements of the Company on a standalone and consolidated basis for the financial year ended March 31, 2017 including the Balance sheet, Statement of Profit & Loss and the Reports of the Auditors and Directors thereon.


Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Confirmation of Dividend paid on Preference Shares for the financial year ended March 31, 2017.

FOR FORTotal outflow of the dividend paid on the preference shares in FY17 amounted to Rs. 1. 2 bn. The company paid dividend at 6% per annum on preference shares of face value Re. 1.

Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Declaration of Dividend of ` 2.50 per Equity Share for the financial year ended March 31, 2017.

FOR FORThe company has proposed a final dividend of Rs. 2. 5 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 2. 9 bn. The dividend payout ratio is 27. 9%.

Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Re‐appointment of Mr Subodh Kumar as a Director of the Company FOR FORSubodh Kumar is the Vice Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors in place of Auditors retiring on rotational basis.

FOR FORDeloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Ratification of remuneration payable to Cost Auditor for FY 2016‐17 FOR FOR The remuneration of Rs. 0. 3 mn paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Re‐appointment of Mr Manish Chokhani as Independent Director for second term. FOR FOR Manish Chokhani is the Former Chairperson of TPG Growth India. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 12‐Jul‐17


AGM Management Maintenance of Register of Members at the office of the Registrar & Share Transfer Agent instead of Registered Office of the Company

FOR FOR

At the FY16 AGM, the company sought shareholder approval to keep the register of members and other documents at the office of Link Intime Private Limited in Mumbai. Link Intime Private Limited has shifted its registered office in Mumbai from Bhandup to Vikhroli. The company seeks shareholder approval to keep the registers and other documents at the new location in Mumbai. The documents will be maintained within the same city where the registered office is located; we believe that this will not inconvenience shareholders.

Jul 17 ‐ Sept 17 14‐Jul‐17THE FEDERAL BANK LTD

AGM Management a) Adoption of audited financial statement for the year ended March 31, 2017b) Adoption of audited consolidated financial statement of the Bank including audited consolidated Balance Sheet and Profit and Loss for the year ended March 31, 2017

FOR ABSTAINWe believe that a comprehensive review of the financials of a bank is critical exercise and requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provides analysis of critical ratios


AGM Management Declaration of Dividend FOR FOR Federal Bank proposes to pay a dividend of Rs 0. 9 per share. The dividend payout is 18. 7%.


AGM Management Re‐appointment of Retiring Director, Mr. Ashutosh Khajuria FOR FORAshutosh Khajuria (DIN‐05154975) is Federal Bank’s ED and CFO. He retires by rotation. His reappointment is in line with statutory requirements.


AGM Management Appointment of Joint Central Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants, Mumbai together with M/s M M Nissim & Co, Chartered Accountants, Mumbai, as Auditors and fixation of remuneration thereof

FOR FORThe appointment of BSR & Co. LLP and MM Nissim & Co. LLP as joint central statutory auditors is in‐line with the statutory requirements. However, Federal Bank needs to separate the two auditor reappointments so that shareholders can vote on them separately.


AGM Management Appoint and to fix the remuneration of branch auditors in consultation with the Central Statutory Auditors for the purpose

FOR FORFederal Bank has 1,252 branches, therefore the bank needs to appoint branch auditors. The resolution enables the Board to appoint branch auditors in consultation with their joint central auditors.


AGM Management

Approval for re‐appointment of Mr. Shyam Srinivasan (DIN‐ 02274773) as Managing Director & Chief Executive Officer of the Bank as approved by RBI and taking on record the approvalaccorded by RBI for payment of remuneration to Mr. Shyam Srinivasan, MD &CEO of the Bank

FOR FOR

Shyam Srinivasan (DIN‐02274773) is Federal Bank’s MD and CEO. His reappointment is in line with statutory requirements. His proposed fixed remuneration at Rs 15. 2 mn is in line with peers and reasonable as compared to the size and scale of operations. However, Federal Bank could have had better disclosures on the remuneration, especially with respect to variable pay (long‐termand short‐term incentives).

39


AGM Management Taking on record the approval accorded by RBI for grant of options under ESOS to Mr. GaneshSankaran, Executive Director of the Bank

FOR FOR

Ganesh Sankaran is the Executive Director of the bank since July 2016 and has over 21 years of banking experience. Federal Bank has granted 3,00,000 stock options to Ganesh Sankaran under the ESOP 2010 plan on 3 November 2016, at an exercise price of Rs 72. 45 per option (in line with market price on the date of grant). These options will be granted over 4 years in equal installments of 75,000 options per year. RBI approval has also been received. At a fair value of Rs 33. 84 per share, these 75,000 options are valued at ~ Rs 2. 5 mn. As a result, Ganesh Sankaran’s FY17 remuneration (including ESOPs) will aggregate to Rs 11 mn. The aggregate compensation is comparable to industry peers and is commensurate to the size and performance of the bank.


AGM Management Taking on record the approval accorded by RBI to pay honorarium of `1,25,000/‐ per month(`15,00,000/‐ per annum) to Mr. K M Chandrasekhar , Chairman of the Bank.

FOR FOR

KM Chandrasekhar was appointed as Chairperson for a period of one year effective 1 March 2017, approved by RBI. He has been an Independent Director on the board since 6 December 2012. The bank proposes to pay him Rs 1. 5 mn per annum, in addition to sitting fees. His terms of appointment mirror those of his predecessor. The payment of Rs 3. 4 mn in FY18 is in line with industry peers.


AGM Management Payment of profit related commission to Non‐Executive/Independent Directors of the Bank other than Part Time Chairman

FOR FORGiven the current size and financial performance of the bank, the commission proposed to be paid to non‐executive directors is reasonable.


AGM Management Reappointment of Mr.K M Chandrasekhar as an Independent Director of the Bank FOR FORKM Chandrasekhar (DIN‐06466854), is the former Union Cabinet Secretary. His reappointment is in line with statutory requirements.


AGM Management Reappointment of Mr.Nilesh S Vikamsey as an Independent Director of the Bank FOR FOR

Nilesh Vikamsey (DIN‐00031213), is senior partner at Khimji Kunverji & Co and former banker. He has been on the board for six years as an independent director; having been appointed on 24 June 2011 as an additional director. The board now proposes to reappoint him as independent director for another three years. This would extend his tenure as an independent director beyond 8 years. As per RBI guidelines, the maximum tenure of independent directors is 8 years, hence, beyond two years (post 24 June 2019), he would be considered as Non‐Independent.


AGM Management Reappointment of Mr.Dilip G Sadarangani as an Independent Director of the Bank FOR FOR Dilip Sadarangani (DIN‐06610897) is a former banker. His reappointment is in line with statutory requirements.


AGM Management Reappointment of Mr. Harish H Engineer as an Independent Director of the Bank FOR FORHarish Engineer (DIN‐01843009) is the Former Executive Director, HDFC Bank. His reappointment is in line with statutory requirements.


AGM Management Reappointment of Ms. Grace E Koshie as an Independent Director of the Bank FOR FORGrace Koshie (DIN‐06765216) is the Former Secretary, Central Board RBI. Her reappointment is in line with statutory requirements.


AGM Management Reappointment of Ms. Shubhalakshmi Panse as an Independent Director of the Bank FOR FORShubhalakshmi Panse (DIN‐02599310) is the Former CMD of Allahabad Bank. Her reappointment is in line with statutory requirements.


AGM Management To introduce and implement a scheme for grant of stock options ‐ “ESOS 2017” FOR FORThe bank has not stated the exercise price of the option. However, the bank has clarified that the exercise price of the proposed stock options will be at market price. The expected equity dilution will be limited to 5%.


AGM Management Approval for amendment of Article 80 of Articles of Association of the Bank FOR FORCurrently, at least two directors and the company secretary are required to be present and sign while affixing the bank’s seal on official documents. The proposed amendment is required for administrative convenience


AGM Management Approval for Raising of Funds through Issuance of Bonds FOR FORThese debt instruments issued will be within the bank’s overall borrowing limits. Federal Bank’s Certificate of Deposits / Short Term deposits are rated CRISIL A1+. This denotes a high degree of safety regarding timely servicing of financial obligations.


AGM Management Approval for increase of the Borrowing power of the Bank by ` 7000 Crore over and above the Paid up Capital and free reserves of the Bank pursuant to section 180 (1) (c ) of the Companies Act,2013

FOR FORFederal Bank’s leverage will be comfortable even after raising the additional debt. Moreover, the bank is required to maintain capital adequacy levels as required by RBI; hence, Federal Bank’s debt levels will be maintained at manageable levels at all times.

Jul 17 ‐ Sept 17 17‐Jul‐17THE KARNATAKA BANK LTD

AGM Management Adoption of audited financial statements (Balance Sheet and Profit & Loss Account for the year ended March 31, 2017) and reports of the Auditors and the Directors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a bank is critical exercise and requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provides analysis of critical ratios.


AGM Management Declaration of Dividend on equity shares. FOR FOR Karnataka Bank proposes to pay a dividend of Rs 4 per share. The dividend payout is 30. 1%.


AGM Management Appointment of M/s. Abarna & Ananthan and M/s R K Kumar & Co as Statutory Central Auditors of the Bank for the year 2017‐18 and fixing their remuneration.

FOR FOR

The reappointment of Abarna & Ananthan and appointment of R K Kumar & Co as joint central statutory auditors is in‐line with the statutory requirements. However, Karnataka Bank needs to separate the resolutions of the two auditor reappointments so that shareholders can vote on them separately. Further, as a good practice, we believe the bank must provide some background of the auditors and the board’s rationale for appointing them.


AGM Management Appointment of Branch Auditors to audit the accounts of Branches/Offices for the year 2017‐18 and fixing their remuneration.

FOR FORKarnataka Bank has 765 branches. The resolution enables the Board to appoint branch auditors in consultation with their joint central statutory auditors.


AGM Management Appointment of Mr. D Surendra Kumar as an Independent Director of the Bank. FOR FORD Surendra Kumar (DIN: 00234305) has 25 years of experience in managing small scale industry. He was earlier on the board between 25 September 2000 to 24 September 2008. His appointment is in line with statutory requirements.


AGM Management Appointment of Mr. P Jayarama Bhat as Director of the Bank. FOR FORP Jayarama Bhat (DIN: 00041500) is the former MD & CEO of Karnataka Bank. He is a banker with over 4 decades having joined Karnataka Bank in 1973. His appointment is in line with statutory requirements.


AGM Management Payment of remuneration to Mr. P Jayarama Bhat, Part‐time Non‐executive Chairman of the Bank.

FOR FOR The bank proposes to pay him Rs 1. 2 mn per annum, in addition to sitting fees. The proposed remuneration is reasonable.


AGM Management Appointment of Mr. Mahabaleshwara M S as Director of the Bank. FOR FORP Jayarama Bhat (DIN: 00041500) is the former MD & CEO of Karnataka Bank. He is a banker with over 4 decades having joined Karnataka Bank in 1973. His appointment is in line with statutory requirements.


AGM Management Appointment of Mr. Mahabaleshwara M S as Managing Director & CEO of the Bank and payment of remuneration and other perquisites to him.

FOR FORHis proposed fixed remuneration at Rs 6. 2 mn is in line with peers and reasonable compared to the size and scale of operations. However, Karnataka Bank could have had better disclosures on the remuneration, especially with respect to variable pay (long‐term and short‐term incentives).


AGM Management Introduction of Employees Stock Option Scheme 2017 (ESOS2017). FOR FOR

The scheme will result in a dilution of less than 2%. The exercise price will be at a 20% discount to the average of weekly high and low closing price, where the highest volume is recorded during the six months preceding the date of grant. At current market prices, the annual cost (spread over the vesting period) is expected to be negligible. While we support the decision, we do not consider stock options at a discount favourably: the bank must consider granting the options at market price.

Jul 17 ‐ Sept 17 18‐Jul‐17ULTRATECH CEMENT LIMITED

AGM Management Adoption of the Audited Financial Statements (including audited consolidatedfinancial statements) for the financial year ended 31st March, 2017, the Reports of theDirectors’ and Auditors’ thereon.



AGM Management Declaration of Dividend. FOR FORUltratech Cement Limited (Ultratech) has proposed a final dividend of Rs. 10. 0 per equity share of face value Rs. 10 for the year ended 31 March 2017, as compared to a dividend of Rs. 9. 5 in the previous year. The total dividend outflow (including dividend tax for FY17) is ~Rs. 3. 3 bn, while the dividend payout ratio is 12. 6%.


AGM Management Re‐appointment of Mr. D. D. Rathi, Director retiring by rotation. FOR FORDD Rathi, 70, is the Former CFO of Grasim Industries Limited. His retires by rotation and his reappointment is in line with statutory requirements.


AGM Management Ratification of appointment of M/s. BSR & Co. LLP, Chartered Accountants, Mumbai asJoint Statutory Auditors of the Company.

FOR FORBSR & Co. LLP’s ratification is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013.

40


AGM Management Ratification of appointment of M/s. Khimji Kunverji & Co., Chartered Accountants,Mumbai as Joint Statutory Auditors of the Company.

FOR FORKhimji Kunverji & Co’s ratification is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013.


AGM Management Ratification of the remuneration of the Cost Auditors viz. M/s. D. C. Dave & Co., CostAccountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad forthe financial year ending 31st March, 2018.

FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.


AGM Management Issue of Non‐convertible Redeemable Debentures on private placement basis up to anamount of ` 9,000 crores.

FOR FORThe NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 60 bn over and above the paid up capital and free reserves of the company.

Jul 17 ‐ Sept 17 19‐Jul‐17BAJAJ FINANCE LIMITED

AGM Management Adoption of financial statements for the year ended 31 March 2017 and the Directors’ and Auditors’ Reports thereon



AGM Management Declaration of dividend FOR FORBajaj Finance Ltd. Proposes to pay final dividend of Rs. 3. 6 per share (of face value Rs 2. 0) for the FY17. The dividend payout for the year is 12. 9% (was 12. 7% in FY16).


AGM Management Re‐appointment of Madhur Bajaj, director, who retires by rotation FOR FOR Madhur Bajaj is a part of the promoter family. His reappointment meets all statutory requirements.


AGM Management Appointment of S R B C & CO LLP, Chartered Accountants, as auditors and fixing their remuneration

FOR FOR The appointment of S R B C & Co LLP is in line with our voting policy and provisions of Section 139 of the Companies Act 2013.


AGM Management Issue of non‐convertible debentures through private placement FOR FOR

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. However, the NBFC has not disclosed the quantum of NCDs that it plans to issue: nevertheless, the NCD issuances are unlikely to materially impact the NBFC’s overall credit quality. An NBFC’s capital structure is reined in by RBI’s capital adequacy requirements BFL’s outstanding bank loans are rated CRISIL AAA/Stable/CRISIL A1+.


AGM Management Payment of commission to non‐executive directors for a period of five years commencing from 1 April 2017

FOR FOR

The total commission paid to all the non‐executive directors ranges from 0. 1% ‐ 0. 2% of the company’s net profit over the last five years. Given the level of payouts in the past, we expect BFL to remain judicious in paying commission to its non‐executive directors. As a measure of transparency, companies should fix the absolute amount of commission payable to non‐executive directors.

Jul 17 ‐ Sept 17 19‐Jul‐17KEI INDUSTRIES LIMITED

AGM Management Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2017 and report of the Board of Directors and the Auditors of the Company thereon.



AGM Management Declaration of Dividend for the Financial Year 2016‐17 on Equity Shares of the Company. FOR FORKEI has proposed a final dividend of Re. 0. 6 per equity share, while it paid a dividend of Rs. 0. 5 per share in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 46. 7 mn, while the dividend payout ratio is 4. 7%.


AGM Management Re‐appointment of Mr. Rajeev Gupta as a Director, who retires by Rotation. FOR FORRajeev Gupta, 53, has been working as Head of Finance & Accounts of KEI for the past 24 years. His reappointment meets all statutory requirements.


AGM Management Appointment of M/s. PAWAN SHUBHAM & CO., Chartered Accountants (Firm Registration number 011573C), as Statutory Auditors of the Company.

FOR FORPawan Shubham & Co. ’s appointment is in line with our Voting Guidelines on Auditor (Re)Appointment and with the requirements of Section 139 of the Companies Act 2013. As a best practice, KEI must consider providing information on the auditors’ experience and reasons for their appointment.


AGM Management Appointment of Mr. Akshit Diviaj Gupta as Director of the Company. FOR AGAINSTAkshit Diviaj Gupta, 25, is son of Anil Gupta, the promoter of KEI. He has a B. B. A. Degree in Management and Honorary Graduate. At the age of 25, he does not have the requisite experience to be a board member of a listed company


AGM Management Appointment of Mr. Akshit Diviaj Gupta as a Whole Time Director of the Company. FOR AGAINST The proposed remuneration of Rs. 5. 8 mn per annum for Akshit Diviaj Gupta is commensurate neither with his qualifications nor experience. Moreover, we believe he lacks the requisite experience to be appointed as an Executive Director.


AGM Management Rati"cation of Remuneration of M/s. S. Chander & Associates, Cost Accountants, appointed as Cost Auditors of the Company.


Jul 17 ‐ Sept 17 20‐Jul‐17BAJAJ AUTO LIMITED

AGM Management Adoption of financial statements for the year ended 31 March 2017 and Directors’ and Auditors’ Reports thereon



AGM Management Declaration of dividend of H 55 per equity share, for the year ended 31 March 2017 FOR FORDividend of Rs. 55. 0/‐ proposed for FY17 is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 19. 2 bn, while the dividend payout ratio is 50. 1%


AGM Management Re‐appointment of Madhur Bajaj, who retires by rotation FOR FORMadhur Bajaj, 64, has been associated with Bajaj Auto for the past 31 years. He was appointed as an Executive Vice Chairperson for five years in FY15 AGM. He has stepped down from his executive responsibilities from 1 April 2017, but will continue as the Non‐Executive Chairperson of the company. His reappointment meets all statutory requirements.


AGM Management Re‐appointment of Shekhar Bajaj, who retires by rotation FOR AGAINSTShekhar Bajaj, 69, has attended 57% of the board meetings in FY17, and 65% of board meetings over the last three years, which is below our attendance threshold for director (re)appointments. We recommend directors take their responsibilities seriously and attend all board meetings.


AGM Management Appointment of S R B C & Co LLP, Chartered Accountants, as Auditors and fixing their remuneration for the year 2017‐18

FOR FORSRBC & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor Appointment/Reappointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Appointment of Dr. Naushad Forbes as an Independent Director FOR FORDr. Naushad Forbes, 57, is currently the Co‐Chairperson of Forbes Marshall (a leading steam engineering and control instrumentation firm). His appointment as an independent director meets all the statutory requirements.


AGM Management Appointment of Dr. Omkar Goswami as an Independent Director FOR FORDr. Omkar Goswami, 60, served as the Chief Economist for CII and has been a consultant to the World Bank, the IMF, the ADB and the OECD. His appointment as an independent director meets all the statutory requirements.

Jul 17 ‐ Sept 17 20‐Jul‐17DR. LAL PATHLABS LTD

AGM Management

Adoption of the audited financial statements of the Company for the Financial Year ended March 31, 2017 together with the reports of the Directors and Auditors thereon and the consolidated audited financial statements of the Company for the Financial Year ended March 31, 2017 and the reports of the Auditors thereon.



AGM Management Declaration of dividend Rs 1.70/‐ per equity share for the Financial Year ended March 31, 2017.

FOR FOR The total dividend outflow including dividend tax for FY17 is Rs. 0. 3 bn. The dividend payout ratio for FY17 is ~20%.


AGM Management Re‐appointment of Dr. Om Prakash Manchanda (DIN: 02099404) as a Director of the Company liable to retire by rotation.

FOR FORDr. Om Prakash Manchanda (DIN: 02099404) is CEO. He retires by rotation, and his reappointment is in line with the statutory requirements.

41


AGM Management

Appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W100018) as Statutory Auditors of the Company, in place of retiring auditors, M/s. S.R. Batliboi & Co. LLP (Firm Registration No. 301003E), to hold office from the conclusion of this Annual General Meeting till the conclusion of 28th Annual General Meeting of the Company to be held in the year 2022 and authorizing Board of Directors to fix their remuneration.

FOR FORDeloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Approval for Increase in the Commission to be paid to Independent Directors of the Company FOR FOR

The proposed commission to be paid to Independent directors will be capped at Rs. 1. 0 mn, and an additional Rs. 0. 25 mn for each board committee in which the director is Chairperson. Setting a cap in absolute amounts is a good measure of transparency. In the last two years, the company paid commission to Independent Directors ranging between 0. 2% and 0. 3% of net profit. The aggregate commission paid has ranged between Rs. 3. 2 mn and Rs. 5. 3 mn. The aggregate commission paid will be subject to an overall cap of 1% of annual net profits.


AGM Management Approval for payment of remuneration to (Hony) Brig. Dr. Arvind Lal under Schedule V of the Companies Act, 2013

FOR FOR

The revision in remuneration terms includes payment of remuneration in case of inadequate profits: Brig. Dr. Arvind Lal will be paid as per regulatory thresholds under such circumstances. All other terms of remuneration remain unchanged: in FY18, we estimate his remuneration at Rs. 23. 2 mn, which is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap on the absolute amount of remuneration payable to directors.


AGM Management Approval for payment of remuneration to Dr. Vandana Lal under Schedule V of the Companies Act, 2013.

FOR FOR

The revision in remuneration terms includes payment of remuneration in case of inadequate profits: Dr. Vandana Lal will be paid as per regulatory thresholds under such circumstances. All other terms of remuneration remain unchanged: in FY18, we estimate his remuneration at Rs. 18. 6 mn, which is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap on the absolute amount of remuneration payable to directors.


AGM Management Ratification of the remuneration of M/s. A.G. Agarwal & Associates (Firm Registration No. 000531), Cost Auditors of the Company for the Financial Year 2017‐18.

FOR FOR The proposed remuneration is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 21‐Jul‐17QUESS CORP LIMITED

AGM Management Adoption of financial statements of the Company and the reports of the Directors and Auditors thereon



AGM Management Appointment of Mr. Chandran Ratnaswami (DIN: 00109215) as Director who retires by rotation.

FOR FORChandran Ratnaswami (DIN: 00109215) is the CEO of Fairfax India Holdings Corporation and the MD of Hamblin Watsa Investment Counsel. He retires by rotation, and his reappointment is in line with the statutory requirements.


AGM Management Appointment of B S R & Associates LLP as the Statutory Auditors of the Company FOR FORBSR & Associates LLP were appointed in the year 2014, and the audit network has been auditing the company’s financials since July 2008. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Approval for further Capital raising FOR FOR

The company seeks to increase the public shareholding in the company to 25% of the paid‐up equity share capital. To adhere to this regulatory requirement, the company has options including issuance of new equity shares. The exact size and dilution on account of the issuance cannot be ascertained. If the company opts to dilute the promoter shareholding through issuance of newequity shares, it will have to issue 23. 6 mn shares to public shareholders and raise Rs. 22. 1 bn (at current market price of Rs. 937. 8 per share). The issuance is 15. 7% of the post issuance equity share capital of the company.


AGM Management Approval for revision in remuneration of Mr. Ajit Isaac (DIN: 00087168), Chairman and Managing Director and Chief Executive Officer (“CEO”) of the Company.

FOR FOR

The board had appointed Ajit Isaac for a period of five years w. E. F. 14 May 2013 to 14 May 2018 and fixed his remuneration. Subsequent to a revision of his remuneration terms in July 2015, the board has revised his remuneration terms for FY17 and seeks ratification to pay him Rs. 16. 7 mn. In FY17, the ratio of his remuneration to median remuneration was 53x. In addition, his FY18 remuneration terms have also been revised for which the company seeks approval. Ajit Isaac’s proposed FY18 remuneration of Rs. 18. 9 mn is commensurate with the size and complexity of the business and is in line with the peers.


AGM Management Approval for revision in the remuneration of Mr. Subrata Kumar Nag (DIN: 02234000), Executive and Whole‐time Director and Chief Financial Officer (“CFO”) of the Company.

FOR FOR

The board had appointed Subrata Kumar Nag for a period of five years w. E. F. 29 July 2013 and fixed his remuneration. Subsequent to a revision of his remuneration terms in July 2015, the board has revised his remuneration terms for FY17 and seeks ratification to pay him Rs. 10. 5 mn. In FY17, the ratio of his remuneration to median remuneration was 33x. In addition, his FY18 remuneration terms have also been revised for which the company seeks approval. Subrata Kumar Nag’s proposed FY18 remuneration of ~Rs. 12. 01 mn is commensurate with the size and complexity of the business and is in line with the peers.

Jul 17 ‐ Sept 17 21‐Jul‐17RELIANCE INDUSTRIES LTD

AGM Management

Consider and adopt:a) Audited Financial Statement for the financial year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereonb) Audited Consolidated Financial Statement for the financial year ended March 31, 2017 and the Report of Auditors thereon



AGM Management Declaration of dividend on equity shares FOR FORThe company has proposed a final dividend of Rs. 11. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. In FY16, the total dividend was Rs. 10. 5 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 39. 2 bn. The dividend payout ratio is 12. 5%.


AGM Management Re‐appointment of Smt. Nita M. Ambani FOR FORMs. Nita Ambani, 54, is part of the promoter family and Chairperson of Reliance Foundation, the umbrella organization for the company’s social development activities. Her reappointment is in line with statutory requirements.


AGM Management Re‐appointment of Shri Hital R. Meswani FOR FORHital Meswani, 48, is the Whole‐time Director, Petroleum, Technology & Projects. He retires by rotation and his reappointment iin line with statutory requirements.


AGM Management Appointment of Auditors and fixing their remuneration FOR FORTheir appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We believe the company could have avoided clubbing the appointments of two audit firms to allow shareholders to vote on each of them separately.


AGM Management Re‐appointment of Shri Pawan Kumar Kapil as a Whole‐time Director FOR FOR

Pawan Kumar Kapil, 71, is Whole‐time Director and has an experience of over four decades in the petroleum industry. He was appointed on the board as an executive director in 2010. His past remuneration has been in line with company performance. He is a professional and his estimated FY19 remuneration of Rs. 32. 2 mn excluding stock options is in line with peers and commensurate with the size and complexity of the business. There is no clarity on the performance linked incentive and stock option component of his remuneration – we expect companies to cap the performance linked incentive and disclose the likely quantum of stock options which will be issued.


AGM Management Re‐appointment of Shri Nikhil R. Meswani as a Whole‐time Director FOR FOR

Nikhil Meswani, 51, is Whole‐time Director and has worked primarily in the petrochemicals division. He joined RIL in 1986 and was promoted to the board as an executive director in 1988. His past remuneration has been in line with company performance. His estimated FY19 remuneration of Rs. 194. 1 mn excluding stock options is in line with peers and commensurate with the size and complexity of the business. We expect companies to specify an absolute cap on commission and disclose the likely quantum of stock options which will be issued.


AGM Management Re‐appointment of Shri Yogendra P. Trivedi as an Independent Director FOR AGAINST

Yogendra Trivedi, 88, is a senior advocate and solicitor with experience on tax related matters. He has been on the board of the company for 25 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non‐independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.

42


AGM Management Re‐appointment of Prof. Ashok Misra as an Independent Director FOR AGAINST

Prof. Ashok Misra, 70, is an academician and former Director, IIT Bombay. He has been on the board of the company for 12 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non‐independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.


AGM Management Re‐appointment of Shri Mansingh L. Bhakta as an Independent Director FOR AGAINST

Mansingh Bhakta, 85, is an advocate and solicitor with experience in general law and corporate and securities law. He has been on the board of the company for 40 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non‐independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.


AGM Management Re‐appointment of Prof. Dipak C. Jain as an Independent Director FOR AGAINST

Dr. Dipak Jain, 60, is the Former Dean, Kellogg School of Management. He has been on the board of the company for 12 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non‐independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.


AGM Management Re‐appointment of Dr. Raghunath A. Mashelkar as an Independent Director FOR AGAINST

Dr. Raghunath Mashelkar, 74, is the Former Director‐General, Council for Scientific and Industrial Research (CSIR). He has been on the board of the company for 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non‐independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.


AGM Management Appointment of Dr. Shumeet Banerji as an Independent Director FOR FORDr. Shumeet Banerji, 57, is the Founder, Condorcet LP, an advisory and investment firm specializing in developing early stage companies. He was the founding CEO of Booz & Company. His appointment as independent director for five years is in line with statutory requirements.


AGM Management Alteration of Articles of Association FOR FOR

As per the terms of the payments bank license granted to Jio Payments Bank Limited (subsidiary of the company) by Reserve Bank of India (RBI), the company is required to add an additional clause to its Articles of Association. The clause indicates the necessity of RBI approval for any acquisition of equity shares or voting rights of the company, which will take the holding of the acquirer in the company above 5%. This is a regulatory requirement.


AGM Management Ratification of the remuneration of the Cost Auditors for the financial year ending March 31 FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.


AGM Management Approval of offer or invitation to subscribe to Redeemable Non‐Convertible Debentures on private placement

FOR FOR The issuance will be within the overall borrowing limit of the company.

Jul 17 ‐ Sept 17 21‐Jul‐17

SHANKARA BUILDING PRODUCTS LIMITED

AGM Management Adoption of Financial Statements and Reports of the Board of Directors and the Auditorsthereon.


Jul 17 ‐ Sept 17 21‐Jul‐17


AGM Management Declaration of Dividend. FOR FORThe total dividend for FY17 is Rs. 2. 75 per share. The total dividend outflow (including dividend tax for FY17) is Rs. 76mn, while the dividend payout ratio is 36. 6%. The company does not have a dividend distribution policy.

Jul 17 ‐ Sept 17 21‐Jul‐17


AGM Management Re‐appointment of Mr. C.Ravi Kumar (DIN: 01247347) , as a Director, retiring by rotation FOR FORC. Ravi Kumar (DIN: 01247347) is Whole Time Director and has been on the board since 2001. He has 29 years of experience in the steel pipes and building products industry. He retires by rotation, and his reappointment is in line with the statutory requirements.

Jul 17 ‐ Sept 17 21‐Jul‐17


AGM Management To consider the ratification of M/s Haribhakti & Co., Chartered Accountant asstatutory auditor of the Company.

FOR FORHaribhakti & Co. LLP were appointed as the statutory auditors in 2010. The ratification of Haribhakti & Co. LLP is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 21‐Jul‐17


AGM Management Approval for revision in remuneration of Mr. Sukumar Srinivas, Managing Director. FOR FORSukumar Srinivas is promoter director. His estimated remuneration aggregates Rs. 12. 6 mn, which is fixed in nature. The proposed remuneration is commensurate with the size and scale of operations.

Jul 17 ‐ Sept 17 21‐Jul‐17


AGM Management Approval for revision in remuneration of Mr. C. Ravi Kumar, Whole‐Time Director. FOR FORThe estimated remuneration of Rs. 5. 6 mn is commensurate with the size and scale of operations. The proposed remuneration structure does not provide any clarity on variable pay to be paid to C. Ravikumar. In FY17, his remuneration aggregated Rs. 5. 0 mn. We expect the company to remain judicious in its remuneration to directors.

Jul 17 ‐ Sept 17 21‐Jul‐17


AGM Management Approval for revision in remuneration of Mr. RSV. Siva Prasad, Whole‐Time Director. FOR FORThe estimated remuneration of Rs. 4. 3 mn is commensurate with the size and scale of operations. The proposed remuneration structure does not provide any clarity on variable pay to be paid to RSV Siva Prasad. In FY17, his remuneration aggregated Rs. 3. 9 mn. We expect the company to remain judicious in its remuneration to

Jul 17 ‐ Sept 17 22‐Jul‐17BHARTI INFRATEL LTD

AGM Management To receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2017



AGM Management To confirm interim dividend and declaration of final dividend on equity shares FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 16. 0 bn. The dividend payout ratio for FY17 was 131. 7%.


AGM Management Re‐appointment of Rajan Bharti Mittal (DIN: 00028016) as a Director liable to retire by rotation

FOR FORRajan Bharti Mittal (DIN: 00028016) is part of the promoter group and Vice Chairperson of Bharti Enterprises. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Gurgaon (Registration no. 117366W/ W‐ 100018) as the Statutory Auditors of the Company

FOR FORDeloitte Haskins & Sells LLP are replacing S. R. Batliboi & Co. LLP as the statutory auditors. The appointment is in line with the statutory requirements.


AGM Management Appointment of Sanjay Omprakash Nayar (DIN: 00002615) as a Director, liable to retire by rotation

FOR FOR Sanjay Omprakash Nayar (DIN: 00002615) is the CEO of KKR India. His appointment is in line with the statutory requirements.


AGM Management Appointment of Tao Yih Arthur Lang (DIN: 07798156) as a Director, liable to retire by rotation FOR FORTao Yih Arthur Lang (DIN: 07798156) is the CEO of Singapore Telecommunications Limited. His appointment is in line with the statutory requirements.


AGM Management Re‐appointment of Devender Singh Rawat (DIN: 06798626) as Managing Director & Chief Executive Officer of the Company

FOR FORDevendra Singh Rawat has been the MD since 2014. He was paid a total of Rs. 57. 5 mn in FY17. His proposed salary is estimated to range around Rs. 67. 6 mn, which is in line with peers and commensurate with the size and scale of operations.

43

Jul 17 ‐ Sept 17 22‐Jul‐17IIFL HOLDINGS LTD

AGM Management

To receive, consider and adopt :(a) the audited standalone financial statement of the Company for the financial year ended March 31, 2017, together the reports of the Board of Directors and Auditors Report thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2017, together with Auditors Report thereon.



AGM Management To appoint a Director in place of Mr. Nirmal Jain (DIN: 00010535), who retires by rotation andbeing eligible, offers himself for reappointment.

FOR FORNirmal Jain (DIN: 00010535) is the founder and Chairperson of the IIFL Group. His reappointment is in line with all the statutory requirements.


AGM Management To appoint Statutory Auditors and fix their remuneration FOR FORThe appointment of Deloitte Haskins & Sells is in line with our voting policy and provisions of Section 139 of the Companies Act 2013.


AGM Management To approve offer or invitation to subscribe to Non‐Convertible Debentures on private placement basis.

FOR FOR

IIFL Holdings’ issuance of non‐convertible debentures aggregating to Rs 20 bn will form part of the company’s borrowing programme. The proceeds from this issuance will be utilized to augment long term resources for financing, capital expenditure and for general corporate purposes. IIFL Holdings’ debt is rated ICRA AA/Stable/ICRA A1+, which denotes high degree of safety regarding timely servicing of financial obligations.

Jul 17 ‐ Sept 17 22‐Jul‐17

SREI INFRASTRUCTURE FINANCE LI

AGM Management

Adoption of ‐a. The Standalone Financial Statement of the Company for the financial year ended March 31,2017, and the report of the Directors and Auditors thereon.b. The Consolidated Financial Statement of the Company for the financial year ended March 31, 2017, and the report of the Auditors thereon.


Jul 17 ‐ Sept 17 22‐Jul‐17


AGM Management Declaration of Dividend for the financial year ended March 31, 2017. FOR FORDividend of Re. 0. 5/‐ proposed for FY17 is same as paid in the past two years. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 3 bn, while the dividend payout ratio is 31. 5%.

Jul 17 ‐ Sept 17 22‐Jul‐17


AGM Management Appointment of a Director in place of Mr. Sunil Kanoria (holding DIN 00421564) who retires by rotation and being eligible, seeks re‐appointment.

FOR FORSunil Kanoria, 64, represents the promoter group on the board. He has been associated with the SIFL since inception. His reappointment meets all statutory requirements.

Jul 17 ‐ Sept 17 22‐Jul‐17


AGM Management Ratification of appointment of Statutory Auditors of the Company, and to fix their remuneration.

FOR FORThe ratification of Haribhakti & Co. LLP’s reappointment is in line with our Voting Guidelines on Auditor Appointment/Reappointment and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 22‐Jul‐17


AGM Management Issuance of Non ‐ Convertible Debt Securities (NCDs) upto Rs. 10,000 Crores on private placement basis.

FOR FOR The issuance of Non‐Convertible Debentures on private placement basis will be within the overall borrowing limit.

Jul 17 ‐ Sept 17 24‐Jul‐17HDFC BANK LTD

AGM Management Adoption of the audited financial statements (standalone and consolidated) for the year ended March 31, 2017 and the reports of the Board of Directors and Auditors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a bank is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Declaration of dividend on equity shares. FOR FORFor the last few years HDFC Bank has been paying pays dividend in the range of the 20‐25% of annual profits. The payout for FY17 is 23. 3%.


AGM Management Appoint of a director in place of Mr. Paresh Sukthankar (DIN 01843099), who retires by rotation and, being eligible, offers himself for re‐appointment.

FOR FORParesh Sukthankar has been with HDFC Bank since its inception in 1994. He is the Deputy Managing Director of the Bank. His reappointment as director is in line with all statutory requirements.


AGM Management Appointment of a director in place of Mr. Kaizad Bharucha (DIN 02490648), who retires by rotation and, being eligible, offers himself for re‐appointment.

FOR FORKaizad Bharucha has been associated with HDFC Bank since 1995. He is Executive Director of the Bank. His reappointment as director is in line with all statutory requirements.


AGM Management Re‐appointmen of Statutory Auditors and fixing of the remuneration FOR FORDeloitte Haskins & Sells have been the statutory auditors of the bank for three years. Their reappointment is in‐line with the statutory requirements.


AGM Management Appointment of Mr. Srikanth Nadhamuni (DIN 02551389) as a Director of the Bank FOR FOR

Srikanth Nadhamuni is a technologist and an entrepreneur with 28 years of experience in the areas of CPU design, healthcare, e‐governance, national ID, biometrics, financial technology and banking. He is Chairman, Novopay Solutions Pvt. Ltd. , (involved in mobile payments) and CEO, Khosla Labs Pvt. Ltd. , (start‐up incubator). He was Chief Technology Officer of Aadhaar (UID Authority of India) from 2009‐12. Prior to this he was in the Silicon Valley for 14 years. HDFC Bank proposes to appoint him as non‐executive director, having expertise in the field of information technology. He will be entitled to remuneration by way of sitting fees, reimbursement of expenses and profit related commission as paid to other non‐executive directors of the Bank. His appointment is in line with all statutory requirements.


AGM Management Re‐appointment of Mr. Paresh Sukthankar (DIN 01843099) as Deputy Managing Director of the Bank

FOR FOR

Paresh Sukthankar was paid a remuneration of Rs 60. 8 mn in FY17. No ESOPs were granted to the Executive Directors in the year. His proposed remuneration (as per our calculations – assuming an annual growth of 20%) ranges from Rs 168. 7 mn to Rs 242. 9 mn over the next three years. HDFC Bank has not provided any guidance as regards the proposed remuneration. It is to be decided by the NRC and then approved by the board and RBI. We expect the Bank to disclose all components of proposed remuneration, both fixed and variable and flag the resolution for transparency. The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.


AGM Management Re‐appointment of Mr. Kaizad Bharucha (DIN 02490648) as Executive Director of the Bank FOR FOR

Kaizad Bharucha was paid a remuneration of Rs 46. 6 mn in FY17. No ESOPs were granted to the Executive Directors in the year. His proposed remuneration (as per our calculations – assuming an annual growth of 20%) ranges from Rs 125. 5 mn to Rs 180. 8 mn over the next three years. HDFC Bank has not provided any guidance as regards the proposed remuneration. It is to be decided by the NRC and then approved by the board and RBI. We expect the Bank to disclose all components of proposed remuneration, both fixed and variable and flag the resolution for transparency. The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.


AGM Management Rre‐appointment of Mrs. Shyamala Gopinath (DIN 02362921) as a Part time Non Executive Chairperson and Independent Director

FOR FOR Her reappointment is in line with all statutory requirements and her proposed remuneration is in line with that of her peers.


AGM Management Approval of related party transactions with HDFC Limited pursuant to applicable provisions. FOR FORThe transactions include sourcing, assigment and securitisation of home loans, and other banking transactions. The value of these transactions will likely exceed 10% of revenues. The transactions are in the ordinary course of business and on an arm’s length basis.


AGM Management Approval of related party transactions with HDB Financial Services Limited pursuant to applicable provisions.

FOR FOR

The Bank periodically undertakes asset backed/mortgage backed securitization/loan assignment transactions with various originators including HDBFSL, subsidiary company. In FY18, HDFC Bank expects these transactions and other banking transactions to exceed the materiality threshold of 10% of consolidated revenues. In FY17 HDFC Bank purchased debt securities from HDB Financial Services Limited for Rs 14. 3 bn. The transactions are in the ordinary course of business of the Bank and on an arm’s length basis.


AGM Management Raising of additional capital FOR FORThe issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs. 500. 0 bn over and above the aggregate of paid up capital and free reserves.

Jul 17 ‐ Sept 17 24‐Jul‐17JM FINANCIAL LTD

AGM Management Adoption of the Standalone and Consolidated Audited Financial Statements including the Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss for the year ended on that date, together with the reports of the Board of Directors and the Auditors thereon.


44


AGM Management Declare final dividend. FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 1. 4 bn. The dividend payout ratio for FY17 was 134. 4%.


AGM Management Appointment of a Director in place of Mr. Nimesh Kampani (DIN: 00009071), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORNimesh Kampani (DIN: 00009071) is part of the promoter group and was the Chairperson and MD till 30 September 2016. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appointment of Deloitte Haskins & Sells, LLP, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

FOR FORDeloitte Haskins & Sells LLP are replacing Khimji Kunverji & Co as the statutory auditors. The appointment is in line with the statutory requirements.


AGM Management Appointment of Mr. Vishal Kampani (DIN: 00009079) as Managing Director of the Company for a period of five years with effect from October 1, 2016.

FOR FOR

Vishal Kampani is part of the promoter group. As per the appointment terms, along with JM Financial, he will also draw remuneration from a subsidiary, JM Financial Products ‐ the quantum of which has not been specified. For greater clarity, the company should have provided more granular information on the pay structure and cap the variable pay at an absolute amount. Based on past trends, his total pay is estimated to range around Rs. 180 mn, which includes ~Rs. 60 mn from JM Financial and ~Rs. 120 mn from JM Financial Products. While this is higher than peers, it is commensurate with his responsibilities and scale of operations. Further, a large part of his pay is variable, which aligns his final remuneration with the group’s performance.


AGM Management Issue of Redeemable Non‐Convertible Debentures for an amount aggregating upto ` 5,000 Crore.

FOR FOR

The company has paid up capital and free reserves of around Rs. 14 bn, which serves as its defacto borrowing limit. Even though the company is seeking to allot NCDs up to Rs. 50 bn, it is only an enabling provision. The issuance will be restricted to the currenborrowing limit. While we support the resolution, the company could have first considered raising its borrowing limits or capping the quantum of proposed NCDs to the existing limits.


AGM Management Approval to enter into transactions with JM Financial Credit Solutions Limited, which is a related party for an amount not exceeding ` 500 Crore during a financial year.

FOR FOR

JM Financial is a Core Investment Company (CIC). The company makes investments/lends fund in/to its group and partnership companies depending upon the fund requirements of the operating companies. JM Financial’s long term debt is rated ICRA AA; it takes advantage of its relatively stronger credit rating to borrow from the market and onward lends to its subsidiaries, keeping a spread of up to 1%. This reduces the overall cost of borrowing for the group. In FY16 and FY17, the company undertook transactions aggregating Rs. 1. 47 bn and Rs. 48. 7 mn respectively with JMCSL. All transactions are in the ordinary course of business and will be conducted at an arms‐length basis.


AGM Management Approval to enter into transactions with JM Financial Asset Reconstruction Company Limited, which is a related party for an amount not exceeding ` 500 Crore during a financial year.

FOR FOR

JM Financial is a Core Investment Company (CIC). The company makes investments/lends fund in/to its group and partnership companies depending upon the fund requirements of the operating companies. JM Financial’s long term debt is rated ICRA AA; it takes advantage of its relatively stronger credit rating to borrow from the market and onward lends to its subsidiaries, keeping a spread of up to 1%. This reduces the overall cost of borrowing for the group. In FY16 and FY17, the company undertook transactions aggregating Rs. 2. 42 bn and Rs. 2. 64 bn respectively with JMARC. All transactions are in the ordinary course of business and will be conducted at an arms‐length basis.

Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management

To consider and adopt (a) the audited standalone financial statements of the company for the financial year ended 31st March 2017, the report of the Board of Directors and Auditors thereon and (b) the audited consolidated financial statements of the company for the financial year ended 31st March 2017 and the report of auditors thereon.


Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management To declare a final Dividend of Rs. 2/‐ per Equity Share for the Financial Year 2016‐17. FOR FORThe company has proposed a final dividend of Rs. 2 per share. The total payout including the (final dividend, interim dividend and dividend tax) is Rs. 0. 1 bn. The dividend payout for FY17 is low at 12. 1%.

Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management To appoint a Director in place of Mr. Ajay Bijli (DIN 00531142) who retires by rotation and being eligible offers himself for re‐appointment.

FOR FORAjay Bijli is the promoter Chairperson & Managing Director. He has over 24 years of experience in the film exhibition industry. He retires by rotation and his reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management To appoint M/s B S R & Co., LLP, as Statutory Auditors for a period of five years and to authorize the Chairman cum Managing Director to fix their remuneration.

FOR FOR

The company proposes to appoint BSR & Co. LLP in place of SR Batliboi & Co LLP. BSR & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. As a best practice, the company must provide a brief profile of the statutory audit firm and its partner and their relevant experience at the time of appointment and reappointment.

Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management To appoint Mr. Vishal Mahadevia (DIN 01035771) as Non‐Executive Non‐Independent Director on the Board of the Company.

FOR FORVishal Mahadevia was appointed as an Additional Director on 30 May 2017. He is the Managing Director of Warburg Pincus India Private Limited. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management To make offer(s) for subscription of Non‐Convertible Debentures for an amount upto Rs. 500 Crores on private placement basis.

FOR FOR The proposed issuance will be within the company’s overall borrowing limit of Rs. 15 bn.

Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management To approve PVR Employee Stock Option Plan 2017 of the Company for issue of 3,00,000 equity shares.

FOR AGAINST

The company seeking shareholder approval to introduce ESOP 2017. Assuming all the options are granted at exercise price of Rs. 10 per share (face value), the cost per year will aggregate to Rs. 140. 4 mn (assuming a vesting period of three years). This represents 15% of the consolidated FY17 PAT, which is high. We do not favour stock options granted at a discount to market price.

Jul 17 ‐ Sept 17 24‐Jul‐17 PVR LTD AGM Management To adopt new set of Articles of Association of the Company. FOR AGAINSTWith the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA. The proposed changes to their AoA are available on their website.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management

To receive, consider and adopt :(a) the audited financial statements of the Bank for the financial year ended 31st March 2017 and the Reports of the Directors and the Auditors thereon; and(b) the audited consolidated financial statements for the financial year ended 31st March 2017 and the Report of the Auditors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a bank is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of accounts, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Declaration of dividend on the Equity Shares of the Bank. FOR FORThe bank proposes to retain equity dividend at Rs 5. 0 per share for FY17 despite a 55. 3% fall in profits. The dividend payout ratio has increased to 38. 2% on account of reduced profitability.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Appointment of a Director in place of Smt. Usha Sangwan (DIN 02609263), who retiresby rotation and being eligible, has offered herself for re‐appointment

FOR AGAINSTUsha Sangwan is the nominee of LIC on the Board of Axis Bank. Her attendance of board meetings was low in FY17 at 57% (4 of 7 meetings). Over a three‐year period, her attendance was 63% (12 of 19 meetings). We expect directors to take their responsibilities seriously and attend all board meetings.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Appointment of a Director in place of Shri B. Babu Rao (DIN 00425793), who retires byrotation and being eligible, has offered himself for re‐appointment.

FOR FORB. Babu Rao is an employee of UTI Asset Management Company and is deputed to SUUTI. SUUTI holds 11. 5% of the bank’s equity and has appointed him as its nominee. He retires by rotation and his reappointment is in line with all statutory requirements.


Ratification of the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,Mumbai, (Registration No. 301003E/ E300005) as the Statutory Auditors of the Bank and to hold office as such from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting, subject to the approval of the Reserve Bank of India.

FOR FORS. R. Batliboi & Co LLP were appointed as auditors of the Bank for four years in the AGM of FY14. Axis Bank seeks ratification for the appointment for one year till AGM of FY18: The ratification is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Revision in the remuneration payable to Dr. Sanjiv Misra (DIN 03075797), as the Non‐Executive (Part‐Time) Chairman of the Bank, w.e.f. 18th July 2017.

FOR FORThe total remuneration paid to Dr. Sanjiv Misra in FY16 was Rs. 3. 6 mn. The proposed terms of remuneration for FY18 is Rs 33 mn with company car, reimbursement of travel expenses and sitting fees. The proposed remuneration is in line with the size and complexity of Axis Bank and comparable to peers in the Banking Industry.

45

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Revision in the remuneration payable to Smt. Shikha Sharma (DIN 00043265), as theManaging Director & CEO of the Bank , w.e.f. 1st June 2017.

FOR FOR

Shikha Sharma has been the Managing Director of the Bank since 2009. In FY17, she was paid remuneration of Rs 200. 6 mn (including the valuation of ESOPs granted and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 253. 5 mn, a growth of 26. 3%. The remuneration paid to / proposed for Shikha Sharma is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to her peers in the industry.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Revision in the remuneration payable to Shri V. Srinivasan (DIN 00033882), as the DeputyManaging Director of the Bank, w.e.f. 1st June 2017.

FOR FOR

V. Srinivasan has been the Deputy Managing Director of the Bank since December 2015. In FY17 he was paid remuneration of Rs 113. 3 mn (including the valuation of ESOPs granted) and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 149. 0 mn a growth of 31. 6%. The remuneration paid to / proposed for V. Srinivasan is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Revision in the remuneration payable to Shri Rajiv Anand (DIN 02541753), as theExecutive Director (Retail Banking) of the Bank, w.e.f. 1st June 2017.

FOR FOR

Rajiv Anand was appointed on the Board of Axis Bank on 12 May 2016. In FY17 he was paid remuneration of Rs 52. 2 mn (including the valuation of ESOPs granted) and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 86. 0 mn. The remuneration paid to / proposed for Rajiv Anand is consistent with the size and complexities of the business of AxBank and comparable to that paid to his peers in the industry.

Jul 17 ‐ Sept 17 26‐Jul‐17 AXIS BANK LTD AGM Management Revision in the remuneration payable to Shri Rajesh Dahiya (DIN 07508488), as theExecutive Director (Corporate Centre) of the Bank, w.e.f. 1st June 2017.

FOR FOR

Rajesh Dahiya was appointed on the Board of Axis Bank on 12 May 2016. In FY17 he was paid remuneration of Rs 42. 9 mn (including the valuation of ESOPs granted) and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 75. 4 mn. The remuneration paid to / proposed for Rajiv Anand is consistent with the size and complexities of the business of AxBank and comparable to that paid to his peers in the industry.


Borrowing / Raising funds in Indian Currency / Foreign Currency by issue of Debt Securitiesincluding but not limited to long term bonds, green bonds, non‐convertible debentures,perpetual debt instruments and Tier II Capital Bonds or such other debt securities as maybe permitted under the RBI guidelines, from time to time, on a private placement basis,for an amount of upto ` 35,000 crore.

FOR FORThese debt instruments issued will be within the Bank’s overall borrowing limits. Axis Bank’s Certificate of Deposits are rated CRISIL A1+, and long‐term ratings are IND AAA/Stable and ICRA AAA/Stable.

Jul 17 ‐ Sept 17 26‐Jul‐17HOUSING DEVELOPMENT FINANCE CO

AGM Management

To receive, consider and adopt: a. Adoption of the audited financial statement of the Corporation for the financial year ended March 31, 2017 together with the reports of the Board of Directors and Auditors thereon.b. Adoption of the audited consolidated financial statements for the financial year ended March 31, 2017 together with the report of the Auditors thereon.



AGM Management Declaration of final dividend on equity shares of the Corporation. FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 34. 4 bn. The dividend payout ratio for FY17 was 46. 2%.


AGM Management Appointment of Ms. Renu Sud Karnad, who retires by rotation and, being eligible, offers herself for re‐appointment.

FOR FORMs. Renu Sud Karnad (DIN: 00008064) is the Managing Director. She retires by rotation and her reappointment is in line with the statutory requirements.


AGM Management Appointment of Mr. V. Srinivasa Rangan, who retires by rotation and, being eligible, offers himself for re‐appointment.

FOR FORV. Srinivasa Rangan (DIN: 00030248) is an Executive Director. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appointment of Messrs B S R & Co. LLP, Chartered Accountants as the Auditors of the Corporation for a period of 5 (five) consecutive years and fixing their remuneration.

FOR FORB S R & Co. LLP are replacing Deloitte, Haskins & Sells LLP as the statutory auditors. The appointment is in line with the statutory requirements.


AGM Management Approval to issue Redeemable Non‐Convertible Debentures and/or other hybrid instruments on a private placement basis, up to an amount not exceeding ` 85,000 crore.

FOR FOR The issuance will be within the overall borrowing limit of Rs. 3. 50 trillion.


AGM Management Approval of related party transactions with HDFC Bank Limited. FOR FOR

HDFC Bank sources home loans for HDFC through its branches across India. HDFC, after necessary due diligence, approves and disburses the loans. The loans are booked with HDFC and HDFC Bank is paid commission for its services. Further HDFC Bank periodically purchases the loans and HDFC is paid a fee for servicing the home loans assigned by it. The audit committee has already granted approval for assignment/sale of home loans to the bank up to an overall limit of Rs. 200. 0 bn for FY18. The transactions are in the ordinary course of business and will be conducted on an arm’s length basis. It will enable HDFC to expand its reach, leverage on group expertise and cross sell its products.


AGM Management Approval for revision in the salary range of the Managing Directors and Whole‐time Director of the Corporation.

FOR FOR

The proposed annual basic salary of Rs. 18. 0‐32. 4 mn for the managing directors (Keki Mistry and Ms Renu Sud Karnad) and Rs. 6. 0‐24. 0 mn for other executive directors will result in an increase in the final pay levels by ~35%. The estimated remuneration for all the directors is in line with peers and commensurate with the size and scale of operations. To allow shareholders to take an individual view on the salary revisions, the company could have proposed the new salary range for each director as separate resolutions.


AGM Management Adoption of new Articles of Association of the Corporation in conformity with the CompaniesAct, 2013.

FOR FORWith the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to amend its existing AoA. The proposed changes to the AoA are available in the notice and the new AoA is available on the website.

Jul 17 ‐ Sept 17 26‐Jul‐17INDUSIND BANK LTD

AGM Management To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2017, together with the Reports of the Board of Directors and Auditors thereon.



AGM Management To declare Dividend on Equity Shares of the Bank for the Financial Year ended March 31, 2017.

FOR FORDividend for FY17 is Rs. 6. 0/‐, while it paid a dividend of Rs. 4. 5/‐ in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 4. 3 bn. The dividend payout ratio is 15. 1%, which is in line with the company’s dividend distribution policy.


AGM Management To appoint a Director in place of Mr. Romesh Sobti (DIN: 00031034), who retires by rotation and, being eligible, offers himself for re‐appointment.

FOR FORRamesh Sobti, 67, has been the Managing Director & CEO for the past nine years. His reappointment meets all statutory requirements.


AGM Management To appoint Statutory Auditors of the Bank and athorise the Board of Directors to fix their remuneration.

FOR FORPrice Waterhouse Chartered Accountants LLP’s appointment is in line with our Voting Guidelines on Auditor Appointment/Reappointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Mr. R. Seshasayee (DIN: 00047985), as a part‐time Non‐Executive Chairman of the Bank.

FOR FOR R. Seshasayee, 69, has been the Chairperson for the past ten years. His reappointment meets all statutory requirements.


AGM Management Borrowing of monies pursuant to Section 180(1)(c) of the Companies Act, 2013 and otherapplicable provisions.

FOR FORGiven the growth in advances, IndusInd will need fresh funds to meet its capital requirements. It has a long‐term credit rating of CRISIL AA+/Stable on its debt programmes, which indicates a high degree of safety regarding timely servicing of financial obligations.

46


AGM Management Issue of Long‐Term Bonds / Non‐Convertible Debentures on Private Placement Basis. FOR FOR The issuance of Long‐Term Bonds or NCDs on private placement basis will be within the overall borrowing limit.

Jul 17 ‐ Sept 17 27‐Jul‐17CERA SANITARYWARE LTD

AGM Management To consider and adopt Audited Financial Statements, Reports of Board of Directors and Auditors.



AGM Management Declaration of dividend on Equity Shares. FOR FORThe company has proposed a dividend of Rs. 12 per equity share of face value Rs. 5. 0 for the year ended 31 March 2017. The total dividend proposed to be paid (including dividend tax) is Rs. 187. 8 mn in FY17. The dividend payout ratio is 18. 5% v/s 17. 0%in FY16.


AGM Management Reappointment of Shri Atul Sanghvi as Director, who retires by rotation. FOR FOR Atul Sanghvi (DIN: 00045903) is the Executive Director. His reappointment is in line with all statutory requirements.


AGM Management Appointment of Auditors and fixing their remuneration. FOR FORNM Nagari & Co will replace HV Vasa & Co as statutory auditors. The appointment is in line with all statutory requirements. As a best practice, the company must provide a brief profile of the statutory audit firm, its partner and their experience, at the time oappointment and reappointment.


AGM Management To ratify the remuneration payable to Cost Auditors. FOR FOR The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.


AGM Management Appointment of Shri J. K. Taparia as Independent Director. FOR FOR Jugal Kishore Taparia (DIN: 07509049) is a Chartered Accountant. His appointment is in line with all statutory requirements.


AGM Management Re‐appointment of Shri Atul Sanghvi as Executive Director. FOR FORAtul Sanghvi is a professional. His annual proposed remuneration is estimated at Rs. 23. 7 mn. The company has provided limited information with respect to the terms of remuneration. In the past, his remuneration has been in line with peers and commensurate with the size and complexity of the business. We expect the company to remain judicious in its remuneration.


AGM Management Re‐appointment of Shri Vikram Somany as Chairman and Managing Director. FOR FORVikram Somany is the promoter and Chairperson and Managing Director. His annual proposed remuneration is estimated at Rs. 56. 4 mn. The company has provided limited information with respect to the terms of remuneration. We expect the company to remain judicious in its remuneration.


AGM Management Payment of Commission to Directors ‐ not in whole time employment. FOR FORIn the last five years, the company paid commission to Non‐Executive Directors ranging between 0. 12% and 0. 23% of net profit. The aggregate commission has ranged between Rs. 1. 0 mn and Rs. 1. 5 mn. We expect companies to cap the absolute amount ocommission payable to its Non‐Executive directors.

Jul 17 ‐ Sept 17 27‐Jul‐17

CROMPTON GREAVES CONSUMER ELEC

AGM Management To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended 31st March, 2017 together with the Reports of Board of Directors and Auditors thereon


Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management To declare dividend on equity shares FOR FORDividend for FY17 is Rs. 1. 5/‐, its first year as a listed entity. The total dividend outflow (including dividend tax for FY17) is Rs. 1. 1 bn, while the dividend payout ratio is 38. 9%.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management To appoint a Director in place of Mr. Shantanu Khosla (DIN: 00059877) who retires by rotation and being eligible offers himself for reappointment

FOR FOR Shantanu Khosla, 56, is the Managing Director, since January 2016. His reappointment meets all statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Ratification of appointment of Sharp & Tannan, Chartered Accountants, (ICAI Firm Registration Number 109982W) as Auditors of the Company.

FOR FORThe ratification of Sharp & Tannan’s reappointment is in line with our Voting Guidelines on Auditor (Re)appointment and with threquirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Revision in the remuneration of Mr. Shantanu Khosla, Managing Director of the Company. FOR FORShantanu Khosla was appointed as the MD of CGCEL, effective 1 January 2016 for five years. He served as the MD & CEO of Procter & Gamble India and Gillette India Ltd. From July 2002 to June 2015. His proposed remuneration of Rs. 70. 0 mn for FY18 is in line with peers and commensurate with the size and complexity of the business.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Appointment of Ms. Shweta Jalan as a Director of the Company. FOR FORMs. Shweta Jalan, 41, is MD & Head of Advent India PE Advisors (promoters). Her appointment as a non‐independent non‐executive director meets all the statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Appointment of Mr. Sahil Dalal as a Director of the Company. FOR FORSahil Dalal, 37, is Director at Advent India PE Advisors (promoters). His appointment as a non‐independent non‐executive director meets all the statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Appointment of Mr. Ravi Narain as a Director of the Company. FOR FOR

Ravi Narain, 62, is the former CEO of NSE. He currently is an Advisor at Advent India PE Advisors (promoters). His appointment as a non‐independent non‐executive director meets all the statutory requirements. SEBI is investigation the of case of NSE, allegedgiving some brokers preferential access to its trading system: Ravi Narain is among the 14 officials who have been sent show cause notices by SEBI in the matter.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Appointment of Mr. Promeet Ghosh as a Director of the Company. FOR FORPromeet Ghosh, 49, is the MD of Temasek Holdings Advisors India (promoters). His appointment as a non‐independent non‐executive director meets all the statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Ratification of remuneration payable of Ashwin Solanki and Associates, Cost Auditors of the Company.

FOR FOR The remuneration is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Increase in borrowing limits from ` 1,800 crores to ` 2,500 crores FOR FOR

CGCEL’s net worth is expanding and it has been judicious in raising debt in the past. It is possible that the company may be looking at inorganic growth. The outstanding rating on the company’s debt programme is IND AA‐/Stable. We believe that companies must disclose granular details on its plans and approach shareholders for an increase in borrowing limit as and when they need it, rather than get a large limit approved.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Creation of charges on the movable and immovable properties of the Company, both present and future in respect of borrowings under section 180(1)(a) of the Companies Act, 2013.

FOR FOR Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

Jul 17 ‐ Sept 17 27‐Jul‐17KIRLOSKAR BROTHERS LTD

AGM Management To receive, consider and adopt financial statements for the Financial Year ended March 31, 2017



AGM Management To declare dividend on equity shares of the Company for the Financial Year 2016‐17 FOR FORThe total dividend for FY17 is Rs. 1. 0/‐ per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 1 bn, while the dividend payout ratio is 30%.

47


AGM Management To re‐appoint Mr. Sanjay C. Kirloskar (DIN 00007885) as a Director, who retires by rotation and being eligible, offers himself for re‐appointment

FOR FOR He retires by rotation, and his reappointment is in line with the statutory requirements.


AGM Management Appointment of Statutory Auditors FOR FORSharp and Tannan Associates’ appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management To approve payment of professional fees to Mr. S.N. Inamdar, Non – Executive Independent Director

FOR AGAINST

Shrikrishna Narhar Inamdar (DIN: 00025180) is an Independent director. He is an advocate and a tax consultant. The company seeks approval to pay him professional fees for the legal services provided by him. In FY17, his professional fees amounted to Rs. 1. 0 mn, which is over and above the sitting fees and commission paid to him. However, there is no clarity on the quantum of such payments going forward – the amount is left to the discretion of the board. In order to provide greater clarity to shareholders, the company should have provided a range or placed an annual cap on his professional fees.


AGM Management To ratify remuneration payable to the Cost Accountants of the Company for the period 2017‐18

FOR FOR The proposed remuneration to be paid to the cost auditor in FY18, is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 27‐Jul‐17

MOTILAL OSWAL FINANCIAL SERVIC

AGM Management Adoption of Annual Financial Statement for the Financial Year 2016‐17 together with report of Board of Directors and Auditors thereon

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Declaration of final dividend of v 3 per equity share and confirmation of the interim dividend paid @ v 2.50 per equity share to its equity shareholders for the year ended 31st March, 2017.

FOR FORThe company has proposed a final dividend of Rs. 3. 0 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. The company had paid out an interim dividend of Rs. 2. 5 per share. In FY17, the total dividend aggregates Rs. 5. 5 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio for FY17 is 61. 8%.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Re‐appointment of Mr. Navin Agarwal (DIN: 00024561), Non Executive Director who retires by rotation.

FOR FORNavin Agarwal is responsible Institutional Broking and Investment Banking Businesses. He retires by rotation and his reappointment is in line with statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Appointment of Statutory Auditors and fix their remuneration FOR FOR

The company proposes to appoint Walker Chandiok & Co. LLP in place of Haribhakti & Co LLP. Walker Chandiok & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. As a best practice, the company must provide a brief profile of the statutory audit firm and its partner and their relevant experience at the time of appointment and reappointment.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Re‐appointment of Mr. Vivek Paranjpe (DIN:03378566) as an Independent Director of the Company

FOR FOR Vivek Paranjpe is the former President HR of Reliance Industries. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Re‐appointment of Mr. Praveen Tripathi (DIN: 03154381) as an Independent Director of the Company

FOR FOR Praveen Tripathi is the CEO of Magic9 Media. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Re‐appointment of Ms. Sharda Agarwal (DIN: 00022814) as an Independent Director of the Company

FOR FORMs. Sharda Agarwal is the founder of Market Gate Dimensions, a market research firm. Her reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Authorisation to offer or invite subscription, issue and allot Secured / Unsecured Redeemable Non‐Convertible Debentures (“NCDs”) including but not limited to subordinated debentures, bonds and / or other debt securities etc. aggregating up to v 1000 Crores

FOR FOR The proposed NCD issue will be within the overall borrowing limit of the company.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Approval of Motilal Oswal Financial Services Limited ‐ Employees Stock Option Scheme – VIII for Issuance of Stock Options to employees of the Company

FOR FORThe company is seeking shareholder approval to introduce ESOS VIII. The board/committee will decide the Exercise Price. The company has issued options at market price in the past, we believe it will continue to do so. Assuming all the options are granted at market price of Rs. 1100 per share, there will be minimal financial impact on account of the scheme.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Approval of Motilal Oswal Financial Services Limited ‐ Employees Stock Option Scheme – VIII for Issuance of Stock Options to the employees of present / future subsidiary companies / holding Company the Company

FOR FORThe company requires shareholder approval in a separate resolution to extend the ESOS VIII Plan to the employees of subsidiaries.

Jul 17 ‐ Sept 17 27‐Jul‐17


AGM Management Payment of Remuneration to Non‐Executive Directors FOR FOR

Shareholders had approved payment of up to 1% of net profit as commission to non‐executive directors for a period of five yearfrom 1 April 2012. The earlier approval has expired and the company seeks a fresh approval for another five years from 1 April 2017. In FY17, commission to non‐executive independent directors aggregated Rs. 1. 2 mn (0. 01% of FY17 net profit). As a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to non‐executive directors.

Jul 17 ‐ Sept 17 27‐Jul‐17VA TECH WABAG LTD

AGM Management Consider and adopt audited financial statements, reports of the board of directors & auditors and audited consolidated financial statements for the FY 2016‐17



AGM Management Declaration of dividend on equity shares. FOR FORDividend for FY17 is Rs. 4. 0, which is same as paid in the previous two years. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 3 bn, while the dividend payout ratio is 35. 0%.


AGM Management Re‐appointment of S Varadarajan, who retires by rotation. FOR FORS Vardarajan, 51, promoter, was appointed as the Executive Director and Chief Growth Officer in FY15 AGM. His reappointment meets all statutory requirements.


AGM Management Ratification of appointment of M/s. Walker Chandiok & Co. LLP as the statutory auditors of the Company.

FOR FORThe ratification of Walker Chandiok & Co. LLP’s reappointment is in line with our Voting Guidelines on Auditor Appointment/Reappointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of B D Narang (DIN: 00826573) as an Independent Director FOR AGAINST

BD Narang, 72, has been on the board of VAWL for more than 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to their tenure of over 10 years, we consider them as non‐independent. If the company believes that it will benefit from them serving on the board, it should appoint them as a non‐independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of SEBI’s LODR.


AGM Management Re‐appointment of Sumit Chandwani (DIN: 00179100) as an Independent Director FOR FORSumit Chandwani, 49, has over 23 years of experience in private equity, structured finance and project finance. He is currently Partner of Arth Equity Advisors LLP. He has attended 50% of the board meetings in FY17 and 75% of board meetings over the past three years. We expect directors to take their responsibilities seriously and attend all meetings.


AGM Management Re‐appointment of Revathi Kasturi (DIN: 01837477) as an Independent Director FOR FORMs. Revathi Kasturi, 58, is Head of Laqsh Job Skills Academy, Bengaluru. She has over 35 years of experience in IT Industry. Her reappointment meets all statutory requirements.

48


AGM Management Increase in the borrowing limits of the Company FOR FOR

VAWL needs non‐fund based borrowing limits to provide bank guarantee for securing banking lines and furnish corporate guarantees for its subsidiaries, associates and JVs. With the growth in business operations the requirement of Non‐fund based borrowing limits will increase. The proposed enhancement in the limits, will mainly be in its non‐fund based borrowing limits. VAWL has been considerate in raising debt in the past and we expect it to continue to be prudent. The long‐term credit rating of VAWL is ICRA AA‐/Stable on its debt programmes.


AGM Management Increase in limits for Creation of Charges on the assets of the Company FOR FOR Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.


AGM Management Raising of funds through QIP/Private Placement/ Preferential Allotment FOR FORIf the company were to raise the entire Rs. 4. 0 bn at the current market price, there will be an equity dilution of ~ 9. 9% for the existing shareholders. We recognize that VAWL needs to raise capital for capex and issue equity instruments to maintain or improve its capital structure.

Jul 17 ‐ Sept 17 28‐Jul‐17

ASTRA MICROWAVE PRODUCTS LTD

AGM Management To consider and adopt:a) Adoption of Standalone Financial Statements for the year ended 31st March, 2017.b) Adoption of Consolidated Financial Statements for the year ended 31st March, 2017.


Jul 17 ‐ Sept 17 28‐Jul‐17


AGM Management Declaration of Dividend on Equity shares FOR FOR

The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio is 18. 4%. SEBI has made it mandatory for the top 500 listed companies to formulate and disclose a ‘dividend distribution policy’. The policy requires companies to disclose the circumstances under which the shareholders may or may not expect a dividend and a policy outlining how the retained earnings will be utilized. Astra Microwave Products Limited (AMPL) is a constituent of S&P BSE 500 and should have a dividend policy accessible to shareholders.

Jul 17 ‐ Sept 17 28‐Jul‐17


AGM Management Re‐appointment of Mr. B. Malla Reddy, as Director who retires by rotation. FOR FORB. Malla Reddy is the CEO and Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 28‐Jul‐17


AGM Management Re‐appointment of Mr.S.Gurunatha Reddy, as Director who retires by rotation. FOR FORS. Gurunatha Reddy is the Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 28‐Jul‐17


AGM Management To appoint M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants as Statutory Auditors and fix their remuneration

FOR FORPrice Waterhouse Chartered Accountants LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 28‐Jul‐17


AGM Management To ratify the remuneration payable to cost auditors. FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 28‐Jul‐17DR REDDY'S LABORATORIES LTD

AGM Management

To receive, consider and adopt the fi nancial statements (standalone and consolidated) of the Company for the year ended 31 March 2017, including the audited Balance Sheet as at 31 March 2017 and the Statement of Profi t and Loss of the Company for the year ended on that date, along with the reports of the board of directors and auditors thereon.



AGM Management To declare dividend on the equity shares for the fi nancial year 2016‐17. FOR FORThe total dividend for FY17 is Rs. 20. 0/‐ per share and the total dividend outflow (including dividend tax for FY17) is Rs. 4. 0 bn, while the dividend payout ratio is 28. 8%.


AGM Management To re‐appoint Mr. G V Prasad (DIN: 00057433) who retires by rotation and, being eligible, offers himself for the re‐appointment.

FOR FORG. V. Prasad, 56, is the Co‐Chairperson and Managing Director, and the company’s promoter. His reappointment is in line with all the statutory requirements.


AGM Management Ratifi cation of appointment of M/s. S R Batliboi & Associates LLP, Chartered Accountants, as statutory auditors and fi x their remuneration.

FOR FORS R Batliboi & Associates LLP is part of the Ernst & Young (E&Y) audit network. They were appointed in 2016. Their reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Mr. K Satish Reddy (DIN: 00129701) as Whole‐time Director designated as Chairman.

FOR FOR

K. Satish Reddy, 50, is the Chairperson and promoter director. His term expires on 30 September 2017. In FY17, he was paid Rs. 72. 4 mn which was 173x the median employee remuneration. His propose remuneration aggregates Rs. 92. 5 mn per annum. The FY17 remuneration and the proposed remuneration to K. Satish Reddy is in line with that of industry peers and commensurate with the size and performance of DRL. Notwithstanding, as a good practice, companies must cap the absolute amount of short term incentives payable to board members.


AGM Management To ratify the remuneration payable to cost auditors M/s. Sagar & Associates, cost accountants, for the fi nancial year ending 31 March 2018.

FOR FOR The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To consider and adopt the Financial Statements of the Company for the financial year ended 31st March, 2017, the Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors.


Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To declare dividend for the financial year ended 31st March, 2017. FOR FORThe company proposes to pay a total dividend of Rs. 4. 75 per equity share carrying a face value of Re. 1. 0 each. The total dividend (including dividend tax) amounts to Rs. 69. 4 bn. For FY17, the dividend payout ratio is 68. 1%.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint a Director in place of Mr. Suryakant Balkrishna Mainak (DIN: 02531129) who retires by rotation and, being eligible, offers himself for re‐election.

FOR FOR Suryakant Balkrishna Mainak is a representative of LIC. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appointment of Messrs. Deloitte Haskins & Sells, Chartered Accountants (Registration No. 302009E), as the Auditors of the Company

FOR AGAINST

ITC proposes to ratify Deloitte Haskins & Sells as statutory auditors: Deloitte Haskins & Sells were first appointed as the statutory auditors for ITC in FY10, and last reappointed at the FY14 AGM for a period of five years. Prior to that, the company’s auditors were A. F Ferguson & Co for 12 years (part of the same Deloitte network). Hence the audit network has a tenure of 20 years. This is in violation of the Companies (Audit and Auditor) Rules, 2014. The ratification is not in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint Mr. Zafir Alam (DIN: 07641534) as a Director of the Company. FOR FORZafir Alam was appointed as an Additional Director from 26 October 2016 as a representative of General Insurer’s (Public Sector) Association of India. He is the General Manager of the New India Assurance Company Limited. His appointment is in line with the statutory requirements.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint Mr. David Robert Simpson (DIN: 07717430) as a Director of the Company. FOR FORDavid Robert Simpson was appointed as an Additional Director from 27 January 2017 as a representative of Tobacco Manufacturer’s (India) Ltd. He is a Trustee, Cardiff University, UK. His appointment is in line with the statutory requirements.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint Mr. Ashok Malik (DIN: 07075819) as a Director of the Company. FOR FORAshok Malik was appointed as an Additional Director from 11 April 2017 as a representative of Specified Undertaking of the Unit Trust of India. He is a member of the Board of Governors of the Indian Institute of Corporate Affairs His appointment is in line with the statutory requirements.

49

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint Mr. Yogesh Chander Deveshwar (DIN: 00044171) as a Chairman of the Company. FOR AGAINST

At an aggregate remuneration estimated at Rs. 127. 1 million, Yogesh Deveshwar’s remuneration is higher than 90% of CEOs and whole‐time directors of the S&P BSE 500 companies. Although his proposed remuneration is in the same range as that of the CEO, Sanjiv Puri, we estimate that, based on the past, his remuneration – in actual terms – will be higher than that of Sanjiv Puri. The board structure, and the proposed remuneration, signal Yogesh Deveshwar’s continuing control over the company, which undermines the recently appointed CEO Sanjiv Puri.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint Mr. Sanjiv Puri (DIN: 00280529), Chief Executive Officer of the Company. FOR FORSanjiv Puri was appointed as CEO from 5 February 2017. He is a professional. The proposed remuneration, estimated at Rs. 112. 6 mn, is commensurate with the size and performance of the company.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint Mr. P. Raju Iyer, Cost Accountant by the Board of Directors of the Company as the Cost Auditor.

FOR FOR The proposed remuneration is comparable to the size and complexity of the business.

Jul 17 ‐ Sept 17 28‐Jul‐17 ITC LTD AGM Management To appoint Messrs. Shome & Banerjee, Cost Accountants by the Board of Directors of the Company as the Cost Auditors.

FOR FOR The proposed remuneration is comparable to the size and complexity of the business.

Jul 17 ‐ Sept 17 29‐Jul‐17VINATI ORGANICS LTD

AGM Management Adoption of the audited financial statements of the Company for the financial yearended 31st March, 2017 together with the reports of the Board of Directors and Auditors’thereon



AGM Management Declaration of final dividend on equity shares FOR FORThe company has proposed a dividend of Re. 0. 2 per equity share of face value Rs. 2 each for the year ended 31 March 2017. The total dividend proposed to be paid (including dividend tax) is Rs. 31 mn. The dividend payout ratio is 2. 2% v/s 18. 9% in FY16.


AGM Management Re‐appointment of Mr. Sunil Saraf (DIN: 00076887)as a Director of the Company FOR FOR Sunil Saraf (DIN 00076887) is the Director of Viral Alkalis Ltd. His reappointment is in line with all statutory requirements.


AGM Management Re‐appointment of Mr. Mohit Mutreja (DIN: 02666018)as a Director of the Company FOR FORMohit Mutreja (DIN 02666018) has 12 years of experience in financial services and risk management. His reappointment is in linewith all statutory requirements.


AGM Management

Appointment of M/s. M. M. Nissim & Co., Chartered Accountants as the Statutory Auditor ofthe Company to hold office from the conclusion of this 28th AGM until the conclusion ofthe 33rd AGM, of the Company, subject to ratification by the Members or the Company atevery General Meeting on such remuneration as shall be decided by the Board of Directorsof the Company.

FOR FOR MM Nissim & Co will replace Karnavat & Co as statutory auditors. The appointment is in line with all statutory requirements.


AGM Management

“RESOLVED THAT pursuant to Sections 4, 13 and other applicable provisions of the CompaniesAct, 2013 if any, the existing Clause V of the existing Memorandum of Association be and ishereby substituted in its entirety by the following Clause numbered as Clause V – ‘The Capital of the Company is H15,00,00,000/‐ (Rupees Fifteen Crores Only) divided intoH7,50,00,000/‐ (Rupees Seven Crores Fifty Lakhs Only) Equity Shares of H2/‐ (Rupees TwoOnly) each, with a power to increase or reduce in any manner including by buy back or inany other manner the Share Capital of the Company and to divide the shares in the capitalfor being into several classes and to attach thereto respectively such preferential deferred,qualified or special right privileges or conditions as may be determined and to vary, modifyor abrogate any such rights, privileges or conditions in such manner as may the time beingbe provided.’FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board ofDirectors be and is hereby authorized on behalf of the Company, to do all acts, deeds,matters and things as deem necessary, proper or desirable and to sign and executeall necessary documents, applications and returns for the purpose of giving effect tothe aforesaid Resolution along with filing of necessary E‐forms with the Registrar ofCompanies of Mumbai.”

FOR FORThe company seeks to change the title of clause V of the Memorandum of Association to comply with the Companies Act 2013. There is no change to the authorized share capital of the company. The proposal is not detrimental to the interest of minority shareholder. We expect companies to upload the Memorandum of Association with proposed changes on its website.


AGM Management

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions,if any, of the Companies Act, 2013 (including any amendment thereto or re‐enactmentthereof), the Articles of Association of the Company be and are hereby altered byreplacing all the existing regulations 1 to 61 with the new regulations 1 to 93, a copyof which is available from the Company on request be an is hereby adopted as newregulations of the Articles of Association of the Company.FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board ofDirectors be and is hereby authorized on behalf of the Company, to do all acts, deeds,matters and things as deem necessary, proper or desirable and to sign and executeall necessary documents, applications and returns for the purpose of giving effect tothe aforesaid Resolution along with filing of necessary E‐forms with the Registrar ofCompanies of Mumbai.”

FOR AGAINST

The company proposes to adopt a new set of Articles of Association (AoA) by deleting/amending the references to various sections and schedules and substitute them with the provisions of Companies Act, 2013. New Articles of Association are not uploaded on the company’s website. Form the Articles of Association made available to use by the company, we note that certain articles including same individual can be the Chairperson and the Managing Director, the number of directors on board can exceed 15 and security at board meeting are prejudicial to the interest of minority shareholders.

50

Jul 17 ‐ Sept 17 31‐Jul‐17CARBORUNDUM UNIVERSAL LTD

AGM Management Adoption of Standalone Financial Statements FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Adoption of Consolidated Financial Statements FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Declaration of Dividend FOR FORThe company has proposed a final dividend of Rs. 0. 75 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. It has already paid an interim dividend of Rs. 1. 0 per equity share. In FY16, the total dividend was Rs. 1. 50 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 4 bn. The dividend payout ratio is 32. 6%.


AGM Management Re‐appointment of Mr. M M Murugappan, Director FOR FORM M Murugappan is the promoter and Chairperson, Carborundum Universal Limited. He retires by rotation and his reappointment is in line with statutory requirements.


AGM Management Appointment of Statutory Auditors FOR FORTheir appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Appointment of Mr. M A M Arunachalam as a Director FOR FORM A M Arunachalam, 49, is part of the promoter group and MD, Parry Enterprises India Limited. His appointment is in line with statutory requirements.


AGM Management Appointment of Mr. P S Raghavan as an Independent Director FOR FORPS Raghavan, 61, is an Indian Foreign Services Officer and Former Secretary, Ministry of External Affairs. His appointment as independent director is in line with statutory requirements.


AGM Management Appointment of Mr. Sujjain S Talwar as an Independent Director FOR FORSujjain Talwar, 53, is a solicitor and founding partner, Economic Laws Practice. His appointment as independent director is in line with statutory requirements.


AGM Management Re‐appointment of Mr. K Srinivasan as Managing Director FOR FORHis estimated FY18 remuneration of Rs. 28. 7 mn is in line with peers and commensurate with the size and complexity of the business. We expect companies to disclose the likely quantum of future stock options which will be issued to executives.


AGM Management Ratification of Cost Auditor’s Remuneration FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.


AGM Management Approval of offer/invitation to subscribe to Non‐Convertible Debentures on Private Placement basis

FOR FOR The issuance will be within the overall borrowing limit of the company.

Jul 17 ‐ Sept 17 1‐Aug‐17MARICO LIMITED

AGM Management Adoption of audited Financial statement including audited consolidated nancial statement of the Company for the nancial year ended March 31, 2017 together with the reports of the Board of Directors and Auditors thereon.



AGM Management Confirmation of Interim Dividends declared during the Financial year ended March 31, 2017. FOR FORMarico paid two interim dividends which aggregated Rs. 3. 5 per share of face value Re. 1. 0. The total dividend payout including dividend distribution tax amounts to Rs. 5. 1 bn for the year ended 31 March 2017. The dividend payout ratio for FY17 is 60. 3%.


AGM Management Re‐appointment of Mr. Harsh Mariwala (DIN: 00210342) as a Director. FOR FORHarsh Mariwala is the Promoter Chairperson. He retires by rotation and his reappointment is in line with all statutory requirements.


AGM Management

Appointment of B S R & Co. LLP, Chartered Accountants as the Auditor of the Company in place of the retiring Auditor, M/s. Price Waterhouse, Chartered Accountants, to hold o ce for a term of consecutive ve years from the conclusion of the 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company.

FOR FORThe company proposes to appoint BSR & Co. LLP as statutory auditors in place of the retiring auditors Price Waterhouse. BSR & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Rati cation of the remuneration payable to M/s. Ashwin Solanki & Associates, Cost Accountants, Cost Auditor of the Company for the nancial year ending March 31, 2018.

FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations.


AGM Management To appoint Mr. Rishabh Mariwala (DIN: 03072284) as a Non‐Executive Directorof the Company.

FOR FORRishabh Mariwala is part of the promoter group. He was engaged with Kaya Skin Care from 2008‐2011. His appointment is in line with all statutory requirements.


AGM Management To appoint Mr. Ananth Narayanan (DIN: 07527676) as an Independent Director of the Company.

FOR FOR Ananth Narayanan is the CEO of Myntra and Jabong. His appointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 1‐Aug‐17PIRAMAL ENTERPRISES LTD

AGM Management Adoption of Audited Financial Statements (Standalone & Consolidated) and the Reports of the Directors and Auditors thereon for the financial year ended March 31, 2017



AGM Management Declaration of Dividend FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 4. 4 bn. The dividend payout ratio for FY17 was 56. 1%.


AGM Management Re‐appointment of Mr. Vijay Shah, Director who retires by rotation FOR FORVijay Shah (DIN: 00021276) is the Chief Operating Officer (COO). He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors FOR FORDeloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. The appointment is in line with the statutory requirements.


AGM Management Appointment of Mr. Anand Piramal as a Non‐ Executive Director FOR FORAnand Piramal (DIN: 00286085), 32, is the son of Ajay Piramal (promoter). He graduated in Economics from University of Pennsylvania and holds an MBA from Harvard Business School. He joined Piramal Realty in 2011 as part of its initial team and currently heads the business. His appointment is in line with the statutory requirements.


AGM Management Re‐appointment of Mr. Ajay G. Piramal as Chairman FOR FORThe proposed pay of Rs. 129. 3 mn is in line with peers and commensurate with the size and scale of operations. In the past, the remuneration has been aligned to the revenues of the company. The company has capped each component of his pay structure, including the variable pay. This provides greater clarity to shareholders on the final pay levels.

51


AGM Management Re‐appointment of Ms. Nandini Piramal as Executive Director FOR FORThe proposed pay of Rs. 43. 1 mn is in line with peers and commensurate with the size and scale of operations. In the past, the remuneration has been aligned to the revenues of the company. The company has capped each component of her pay structure, including the variable pay. This provides greater clarity to shareholders on the final pay levels.


AGM Management Issue of Non‐Convertible Debentures on Private Placement Basis FOR FORThe issuance will be within the approved borrowing limit of Rs. 440 bn, over and above the aggregate of paid up capital and free reserves (~Rs. 540 bn).


AGM Management Ratification of remuneration payable to Cost Auditors FOR FOR The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations.


AGM Management Fees for delivery of any document through a particular mode of delivery to a member FOR FOR

Given that the charges may become a deterrent for shareholders to seek information, we generally do not support such resolutions. However, in this case the company has specifically clarified that the proposal will allow it legal headroom to send documents to shareholders through a specific mode requested by them. All statutory documents will be made available free of cost (through email and courier); shareholders will only be charged if they insist that documents be sent through a particular mode only (speed post), and the quantum of such fees will only be to the extent of actual dispatch cost incurred.

Jul 17 ‐ Sept 17 1‐Aug‐17TORRENT POWER LTD

AGM Management Adoption of the Financial Statements FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Declaration of dividend FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 3 bn. The dividend payout ratio for FY17 was 29. 4%.


AGM Management Director retiring by rotation FOR FORR. Ravichandran (DIN: 06737497) is an LIC nominee. He will retire at the upcoming AGM and the vacancy caused by his retirement will not be filled up. Following his retirement, there will be no LIC nominee on the board.


AGM Management Appointment of Statutory Auditors FOR FORPrice Waterhouse Chartered Accountants LLP are replacing Deloitte Haskins & Sells as the statutory auditors. The appointment is in line with the statutory requirements.


AGM Management Appointment of Shri Pankaj Joshi, IAS as Director of the Company FOR FORPankaj Joshi (DIN: 01532892) is a nominee of the Government of Gujarat. He is currently the Managing Director of Gujarat Urja Vikas Nigam Limited. His appointment is in line with the statutory requirements.


AGM Management Ratification of Remuneration of Cost Auditors FOR FOR The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 2‐Aug‐17IGARASHI MOTORS INDIA LTD

AGM Management Adoption of Audited Financial Statment for the financial year ended March 31, 2017, and the Reports of the Board of Directors and Auditors' Report thereon.



AGM Management Approval for payment of Dividend of ` 6.61/‐ per equity share. FOR FORThe company has proposed a final dividend of Rs 6. 61 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017In FY16, the total dividend was Rs. 5. 50 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 243. 5 mn. The dividend payout ratio is 33. 0%.


AGM Management Appointment of Mrs. Eva Maria Rosa Schork ( DIN: 07159550) who retires by rotation and being eligible, seeks re‐appointment

FOR FORMs. Eva Maria Rosa Schork, 53, is the Managing Director, Igarashi Motoren GmbH, Germany. She has more than three decades of experience in motor business development and application engineering. She retires by rotation and her reappointment is in line with statutory requirements.


AGM Management Appointment of M/s. B S R & Co. LLP, as Auditors of the Company for 5 years from financial year 2017‐18 to 2021‐22

FOR FORThe company proposes to appoint BSR & Co LLP as statutory auditors replacing Sharp & Tannan. Their appointment is in line witour Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐Appointment of Mr.Hemant M Nerurkar (DIN: 00265887) as an Independent Director FOR FOR Hemant Nerurkar, 68, is the former MD, Tata Steel Limited. His reappointment is in line with statutory requirements.


AGM Management Re‐Appointment of Mr S Radhakrishnan (DIN: 01246033) as an Independent Director FOR FOR S Radhakrishnan, 54, is the former MD, Nelcast Limited. His reappointment is in line with statutory requirements.


AGM Management Approval for ESOP 2017 FOR AGAINSTAssuming the exercise price is at face value of Rs. 10. 0, and considering the vesting period of two years, the cost per year will aggregate to Rs. 313. 6 mn. This represents 43% of consolidated FY17 PAT, which is high. We do not favour stock options granted at a discount to market price.


AGM Management Approval for Granting of ESOP 2017 to the Employees of the Holding Company FOR AGAINSTThrough a separate resolution, the company proposes to extend the ESOP 2017 scheme to employees of the holding company ‐ Agile Electric Sub Assembly Private Limited.


AGM Management Approval for amendment of Articles of Association of the Company FOR AGAINSTThe company proposes to amend the Article 110 in the AoA to allow the promoter group to appoint a majority of the directors as long as they directly or indirectly hold at least 26% of the shareholding. While practically, they can appoint a majority of directors on the board, we do not favour such provisions embedded in the AoA.

Jul 17 ‐ Sept 17 2‐Aug‐17PNB HOUSING FINANCE LIMITED

AGM Management

To receive, consider and adopt Audited Financial Statements of the Company for the financial year ended March 31, 2017 including audited Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors’ and Auditors’ thereon.



AGM Management To declare dividend on Equity Shares at the rate ` 6/‐ for the financial year 2016‐17. FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 2 bn. The dividend payout ratio for FY17 was 22. 8%.


AGM Management To appoint Mr. Sunil Kaul as non‐executive director, who retires by rotation and, being eligible, offers himself for re‐appointment.

FOR FORSunil Kaul (DIN: 05102910) is the Managing Director of Carlyle Singapore Investment Advisors Pte Limited and its nominee on thboard. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management To appoint the Statutory Auditors and to authorise the Board of Directors of the Company to fix their remuneration

FOR FORAs per Companies Act 2013, auditors of Government controlled entities are to be appointed by the Comptroller and Auditor General (CAG) for one year. B. R. Maheswari & Co. LLP were first appointed as the statutory auditors in FY13. The reappointment is in line with the statutory requirements.


AGM Management To appoint Mr. Sunil Mehta as an non‐executive director of the Company liable to retire by rotation

FOR FORSunil Mehta (DIN: 07430460) is the Managing Director and CEO of PNB (promoter). His appointment is in line with the statutory requirements.


AGM Management To appoint Mr. Ashwani Kumar Gupta as an Independent Director of the Company for a five years term

FOR FOR Ashwani Kumar Gupta (DIN: 00108678) is a chartered accountant. His appointment is in line with the statutory requirements.


AGM Management To appoint Mrs. Shubhalakshmi Panse as an Independent Director of the Company for a five years term

FOR FORMs. Shubhalakshmi Panse (DIN: 02599310) is the former CMD of Allahabad Bank. Her appointment is in line with the statutory requirements.

52


AGM Management To borrow money not exceeding Rupees 80,000 crore at any point of time and to issue non‐convertible debentures of face value aggregating up to ` 35,000 crores

FOR FOR

As on 31 March 2017, the company had outstanding borrowings of Rs. 356. 6 bn, as against an existing borrowing limit of Rs. 700 bn. In order to support its growing loan portfolio, the company believes it will need to increase its borrowing limit to Rs. 800 bn. The capital adequacy ratio as on 31 March 2017 is 21. 6% against a minimum 12% as required by regulatory norms. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimum capital adequacy ratio.


AGM Management To operationalise Article 86 (b) of Article of Associations of the Company FOR FOR

At the time of its listing (Nov 2016), SEBI had directed the company to seek shareholder approval for clauses in its AoA which gives nomination rights to shareholders: 2 board seats if shareholding is >26%, 1 board seat if shareholding is between 10% and 26%. Presently, PNB and Carlyle Group have more than 26% shareholding and they have nominated two and one director respectively. The rights will waive off if the shareholding falls below the prescribed thresholds. The clauses, which are in line with market practices, will not significantly alter the current board composition.


AGM Management To ratify PNB Housing Finance Ltd‐ESOP Scheme 2016 FOR FORThe ESOP 2016 was approved prior to the company’s Initial Public Offering (IPO) and, as per regulatory requirements, needs to be ratified. Out of the total pool of 4. 19 mn options, 0. 38 mn options are yet to be granted. The exercise price will be equivalent to the fair market value as on date of grant; consequently, there will be limited impact on the P&L.


AGM Management Addition of Article 119A in the Articles of Association of the Company FOR FOR

PNB Housing Finance has raised long term funds through the private placement of multiple Non‐Convertible Debentures (NCDs), each with a different ISIN. SEBI has recently come out with the circular on 30th June 2017, restricting issuance of multiple ISINs in a year and has suggested consolidation of ISIN for securities which are issued under multiple ISIN. As per the new rules, companies are allowed a maximum of 12 ISINs maturing per financial year for plain vanilla debt securities. In order to comply with the new rules and to consolidate its ISINs, the company requires an enabling provision in the existing AoA. The new clause will enable the board to consolidate NCDs issued under different ISINs into one or more ISINs.

Jul 17 ‐ Sept 17 3‐Aug‐17GREAVES COTTON LTD

AGM Management

Adoption of :a. the audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2017, the Reports of Directors and Auditors thereon, andb. the audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 and the Report of Auditors thereon.



AGM Management Declaration of a Final Dividend on Equity Shares FOR FORThe total dividend for FY17 is Rs. 5. 5/‐ per share, which is same as paid in the previous year. The total dividend outflow (includindividend tax for FY17) is Rs. 1. 6 bn, while the dividend payout ratio is 89. 5%.


AGM Management Appointment of a Director in place of the one retiring by rotation FOR FORKaran Thapar, 60, represents the promoter group and is currently the Non‐Executive Chairperson of Greaves Cotton. His reappointment meets all statutory requirements.


AGM Management Ratification of the appointment of Statutory Auditors FOR FORThe ratification of Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Branch Auditors FOR FORGreaves Cotton has a branch in Cheshire, London (U. K. ). As per Companies Act 2013, companies require shareholder approval to audit foreign branch accounts. The reappointment of the branch auditor is in line with the statutory requirements.


AGM Management Appointment of Ms. Sree Patel as an Independent Director FOR FORMs. Sree Patel, 42, is the former Executive Director of Mondelez India Foods Pvt. Ltd. She has experience in business strategy, corporate law, M&A and corporate governance. Her appointment meets all statutory requirements.


AGM Management Appointment of Mr. Nagesh Basavanhalli as a Director FOR FORNagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. He graduated from University of Texas and did his M. B. A. From Booth School of Business, University of Chicago. His appointment meets all statutory requirements.


AGM Management Appointment of Mr. Nagesh Basavanhalli as Managing Director & CEO FOR FORNagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. He received a remuneration of Rs. 17. 5 mn from 27 September 2016 to 31 March 2017. The proposed remuneration of Rs. 38. 0 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business.


AGM Management Payment of Commission to Non‐executive Directors FOR FORThe company proposes to pay commission of upto 1% of net profits, to its executive directors. As the company grows in size, it must consider setting a cap in absolute terms on the commission payable.


AGM Management Ratification of the remuneration of Cost Auditors FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 3‐Aug‐17TITAN COMPANY LIMITED

AGM Management

To receive, consider and adopt:a. The Audited Financial Statements for the financial year ended 31" March, 2017 together with the Reports of the Board of Directors and Auditors thereon.b. The Audited Consolidated Financial Statements for the financial year ended 31" March, 2017 together with the Report of the Auditors thereon



AGM Management To declare dividend on equity shares for the financial year ended 31" March 2017. FOR FORThe company proposes final dividend of Rs. 2. 6 per equity share, an increase from Rs. 2. 2 per share paid in the previous year. The total dividend is Rs. 2. 8 bn. The dividend payout ratio is 36. 5% v/s 33. 3% in FY16.


AGM Management To appoint a Director in place of Mr Harish Bhat (DIN: 00478198), who retires by rotation and, being eligible, offers himself for re‐appointment

FOR FORHarish Bhat (DIN 00478198) is the former CEO of Tata Global Beverages. His reappointment is in line with all statutory requirements.


AGM Management Appointment of Auditors FOR FORBSR & Co will replace Deloitte Haskins & Sells as statutory auditors. Their appointment is in line with all the statutory requirements.


AGM Management Appointment of Mr. Atuiya Misra as a Director FOR FOR Atulya Misra (DIN 02210369) is IAS officer and the nominee of TIDCO. His appointment is in line with all statutory requirements.


AGM Management Appointment of Branch Auditors FOR FORThe company seeks approval to authorize the Board of Directors to appoint branch auditors in consultation with the company’s auditors – these auditors will audit the branches outside India.

Jul 17 ‐ Sept 17 4‐Aug‐17GRAPHITE INDIA LTD

AGM Management

Adoption of :a. the audited Financial Statements of the Company for the financial year ended 31st March, 2017, and the Board of Directors and Auditors thereon, andb. the audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 and the Report of Auditors thereon.



AGM Management Declaration of Dividend on Equity Shares FOR FORThe company has proposed a final dividend of Rs. 2. 0 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 5 bn. The dividend payout ratio for FY17 is 41. 9%.


AGM Management to appoint a director in place of Mr. J D Curravala, who retires by rotation and being eligible,offers himself for re‐appointment

FOR FORJ D Curravala, 77, is the Managing Director of GKW Ltd (entity with which company has transacted during the year). He is liable tretire by rotation and his reappointment is in line with all statutory requirements.


AGM Management The appointment of Messrs S. R. Batliboi & Co. LLP, Chartered Accountants(ICAI Firm Registration No. 301003E/E300005), as the Auditors of the Company,

FOR FORS R Batliboi and Co. LLP will replace Price Waterhouse as statutory auditors. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

53


AGM Management

RESOLVED THAT pursuant to the provisions of Sections 197 and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Rules made thereunder (including any statutory modification(s) or re‐enactment thereof, for the time being in force), the Directors of the Company, including Independent Directors, who are neither Managing Director nor Whole‐time Directors

FOR FORThe company seeks to pay commission to the non‐executive directors, which would exceed 1% of the net profits of the company but within the overall ceiling of 11% to all directors (including whole‐time directors). The company must consider setting a cap in absolute terms on the commission payable.


AGM Management RESOLVED THAT pursuant to Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014, M/s. N. Radhakrishnan & Co., Cost Auditors, be paid a remuneration

FOR FOR

Shome & Banerjee will be paid Rs. 0. 3 mn for Durgapur, Bangalore plant and captive power plants and Rs. 30,000 for 1. 5 MW link canal power plant at Mandya; DBK Associates will be paid Rs. 0. 2 mn for Satpur, Ambad, Gonde & captive power plants; B G Chowdhury & Co will be paid Rs. 50,000 for Barauni; and N Radhakrishnan & Co will be paid Rs. 40,000 for Mini steel plant of Powmex Steels division. The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.


AGM Management Increase in Borrowing Powers FOR FORThe proposed NCDs will be issued within the overall borrowing limit. Graphite India Limited’s NCDs are rated ICRA AA+/ Stable, which denotes high degree of safety regarding timely servicing of financial obligations.


AGM Management To adopt new Articles of Associations of the Company FOR FOR

The existing AoA of the company were incorporated in 1974. Graphite India Limited proposes to adopt a new set of AoA to delete/ amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013. The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the Act which sets out the model AoA for a company limited by shares. The company has not uploaded the revised AoA on its website. Shareholders will be required to visit the company’s premises to understand the alterations and review the revised AoA.

Jul 17 ‐ Sept 17 4‐Aug‐17KIRLOSKAR OIL ENGINES LTD

AGM Management To receive, consider and adopt the Audited Standalone Financial Statements and the Consolidated Financial Statements of the Company for the Financial Year ended 31 March 2017 together with the Reports of the Directors and Auditors thereon.



AGM Management To declare dividend on equity shares for the Financial Year ended on 31 March 2017. FOR FORDividend for FY17 is Rs. 5. 0/‐, which is same as paid in the previous two years. The total dividend outflow (including dividend tax for FY17) is Rs. 870. 2 mn, while the dividend payout ratio is 50. 1%.


AGM Management To appoint a director in place of Mr. Rahul C. Kirloskar (DIN 00007319) who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORRahul Kirloskar, 54, is part of the promoter family. He is currently the Executive Chairperson of Kirloskar Pneumatic Ltd. His reappointment meets all statutory requirements.


AGM Management To appoint Auditors and fix their remuneration FOR FORThe ratification of PC Bhagwat’s reappointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Mr. Atul C kirloskar as an whole time Director with designation as the Executive Chairman

FOR FOR

Atul Kirloskar, 61, is the promoter of KOEL. He was last reappointed as the Executive Chairperson in FY12 for five years. The proposed remuneration of Rs. 38. 4 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute amounts on commission and the overall remuneration payable to executive directors.


AGM Management Re‐appointment of Mr. Gautam A Kulkarni as an whole time Director with designation as the Executive Vice Chairman

FOR FOR

Gautam Kulkarni, 60, belongs to the promoter group of KOEL. He was last reappointed as the Executive Vice Chairperson in FY12 for five years. The proposed remuneration of Rs. 45. 4 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute in absolute amounts on commission and the overall remuneration payable to executive directors.


AGM Management Re‐appointment of Mr. Nihal G. Kulkarni as the Managing Director FOR FOR

Nihal Kulkarni, 36, represents the promoter group on the board. He is a graduate in Economics from Brown University, USA. He has over ten years of experience in Finance and Investments in organizations like Toyota Motor Sales and DSP Merrill Lynch. He was last reappointed as the Managing Director in FY12 for five years. The proposed remuneration of Rs. 47. 5 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute in absolute amounts on commission and the overall remuneration payable to executive directors.


AGM Management Re‐appointment of Mr. Satish Jamdar as an Independent Director FOR FORMs. Satish Jamdar, 65, is a graduate from IIT, Mumbai and has over 43 years of work experience. He was the Managing Director of Blue Star for seven years, till 2016. His appointment as an independent director meets all the statutory requirements.


AGM Management Approval of remuneration of the Cost Auditors FOR FOR The total remuneration proposed is reasonable compared to the size and scale of th. Pany’s operations.


AGM Management Re‐appointment of R. Srinivasan as an Independent Director FOR FORR. Srinivasan, 76, is a graduate from University of Madras. He is the former Managing Director of Widia (an Indo‐German JV) till 1994. He is also on the board of companies like TTK Prestige Ltd. And Sundram Fasteners. We will not classify him as an independent director, once his overall tenure on the board exceeds ten years.

Jul 17 ‐ Sept 17 4‐Aug‐17MAHINDRA MAHINDRA LTD

AGM Management To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon.



AGM Management To declare a dividend on Ordinary (Equity) Shares FOR FORDividend for FY17 is Rs. 13. 0/‐, while it paid a dividend of Rs. 12. 0/‐ in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 9. 3 bn, while the dividend payout ratio is 23. 5%.


AGM Management To appoint a Director in place of Dr. Pawan Goenka (DIN: 00254502), who retires by rotationand, being eligible, offers himself for re‐appointment.

FOR FOR Pawan Goenka, 62, has been associated with M&M for the past 24 years. His reappointment meets all statutory requirements.


AGM Management Appointment of Statutory Auditors FOR FORBSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We appreciate the detailed disclosures on the profile and experience of BSR & Co. LLP and the audit partner made by the company.


AGM Management Ratification of Remuneration to Cost Auditors FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.


AGM Management Appointment of Mr. T.N. Manoharan as an Independent Director FOR FOR

TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various committees of IRDA, RBI, SEBI, CAG and CBDT. He also serves on board of Tech Mahindra and Canara Bank. His appointment as an independent director meets all the statutory requirements. TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various committees of IRDA, RBI, SEBI, CAG and CBDT. He also serves on board of Tech Mahindra and Canara Bank. His appointment as an independent director meets all the statutory requirements.


AGM Management Appointment of Mr. Anand G. Mahindra as Executive Chairman FOR FORAnand Mahindra, 62, is part of the promoter family. He has been on the board of M&M for past 28 years and was last reappointed FY12 AGM for a period of five years. The proposed remuneration is likely to range between Rs. 85 mn and Rs. 110 mn, which is commensurate with the size and complexity of the business, and comparable to peers.


AGM Management Appointment of Dr. Pawan Goenka as Managing Director FOR FORDr. Pawan Goenka, 62, joined M&M in 1993 as General Manager (R&D). He was appointed as an Executive Director for five yearsin FY14 AGM. The proposed remuneration is likely to range between Rs. 120 mn and Rs. 150 mn (including fair value of ESOPs), which is commensurate with the size and complexity of his responsibilities, and comparable to peers.

54


AGM Management Borrowing by way of Securities FOR FOR The NCDs and / or CPs will be issued within the overall borrowing limit, at an interest rate not exceeding 10% p. A.

Jul 17 ‐ Sept 17 4‐Aug‐17 MAJESCO LTD AGM Management Adaption of financial statements and reports thereof for the financial year 2016‐17 FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.

Jul 17 ‐ Sept 17 4‐Aug‐17 MAJESCO LTD AGM Management Re‐aapointment of Executive Director Mr. Radhakrishnan Sundar, as Director liable to retire by rotation

FOR FORRadhakrishnan Sundar, 61, is the Co‐Founder of Mastek. He was appointed as an Executive Director for three years in June 2015. His reappointment meets all statutory requirements.

Jul 17 ‐ Sept 17 4‐Aug‐17 MAJESCO LTD AGM Management To ratify the appointment of Varma & Varma, Chartered Accountants as Statutory Auditors ofthe Company.

FOR FORThe ratification of Varma & Varma’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 4‐Aug‐17 MAJESCO LTD AGM Management Re‐aapointment of Mr. Farid Kazani (DIN: 06914620), as Managing Director FOR FOR

Farid Kazani, 50, has over 25 years of experience in Corporate Finance. He was the Director‐ Finance and CFO in Mastek since 2009 till May 2015. He was appointed as the Managing Director for three years, w. E. F. 1 June 2015. Majesco proposes to reappoint him for another three years. His proposed remuneration of Rs. 15. 8 mn for FY18 is in line with peers and commensurate with the size and complexity of the business.

Jul 17 ‐ Sept 17 4‐Aug‐17RAMCO CEMENTS LTD

AGM Management Adoption of Financial Statements for the year ended 31st March 2017 FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Declaration of dividend for the year 2016‐2017 FOR FORThe company has proposed a final dividend of Rs. 3. 0 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio is 13. 2%.


AGM Management Reappointment of Shri.P.R.Venketrama Raja, as Director FOR FORPR Venketrama Raja, 58, is part of the promoter family and the Chairperson and Managing Director with effect from 4 June 2017, subject to shareholder approval. Previously, he was a non‐executive director on the board. He retires by rotation and his reappointment is in line with statutory requirements.


AGM Management Appointment of M/s.Ramakrishna Raja And Co., Chartered Accountants, and M/s.SRSV & Associates, Chartered Accountants, as Auditors

FOR FOR

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We believe the company could have avoided clubbing the appointments of two audit firms to allow shareholders to vote on each of them separately. We recommend that a brief profile of the statutory audit firm and its partner and their relevant experience be provided at the time of appointment and reappointment.


AGM Management Appointment of Shri.P.R.Venketrama Raja, as Managing Director FOR AGAINST

We note that almost all of his remuneration will be variable and closely linked to company performance. However, his estimated FY18 remuneration of Rs. 444. 4 mn is high as compared to industry peers. His current remuneration structure at 5% of net profit is open‐ended and does not provide clarity about future payouts. We expect the company to cap the absolute amount of commission payable.


AGM Management Approval for making offer or invitation to subscribe to Secured Non‐Convertible Debentures FOR FOR The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 50 bn.


AGM Management Ratification of fee payable to M/s.Geeyes & Co., Cost Accountants, Cost Auditors of the Company, for the financial year 2017‐18


Jul 17 ‐ Sept 17 4‐Aug‐17RBL BANK LIMITED

AGM Management

To consider and adopt:a. the Audited Standalone Financial Statements of the Bank for the financial year ended March 31, 2017 together with the Reports of the Board of Directors and the Auditors thereon.b. the Audited Consolidated Financial Statements of the Bank for the financial year ended March 31, 2017 and the Report of the Auditors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a bank is a critical exercise which often requires first‐hand information and proper due diligence. We do not provide comments on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provides analysis of critical ratios.


AGM Management To declare dividend on equity shares. FOR FOR The bank proposes to pay equity dividend of Rs 1. 8 per share of face value Rs. 10 for FY17, the payout ratio was 18. 1%.


AGM Management To appoint Director in place of Mr. Narayan Ramachandran (DIN 01873080), who retires by rotation and being eligible, offers himself for re‐appointment

FOR FOR Narayan Ramachandran is the Chairperson of the bank. His reappointment as director is in line with all statutory requirements.


AGM Management To appoint Statutory Auditors and fix their remuneration FOR FORBSR & Co. LLP replaced SR Batliboi & Co. LLP as statutory auditors of the bank in the AGM of FY16. They have been auditing the bank’s accounts for the last one year. Their appointment is in‐line with the statutory requirements.


AGM Management To appoint Branch Auditors and fix their remuneration FOR FORRBL Bank has 239 branches across in 20 states/union territories and proposes to appoint branch auditors to audit its branches. The branch auditors will be appointed in consultation with the statutory auditors.


AGM Management Payment of Remuneration by way of profit linked commission to the Non‐executive Directorsother than Chairman

FOR FOR

RBL Bank has not paid any commission on profit to the Non‐Executive Directors in past. The Bank is now proposing profit based commission to the Non‐Executive Directors (excluding the Chairperson of the Bank). The Bank proposes a commission on profit for FY17‐18 upto a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. The amount of profit based commission payable to Non‐Executive Directors will be as per the criteria laid down by the Board.


AGM Management Increase in Authorised Share Capital FOR FOR

The present authorized share capital of RBL Bank is Rs. 4. 0 bn. In order to meet its growth objectives and to strengthen its capitadequacy position the Bank may be required to raise long term resources by issuing equity shares. As on 31 March 2017, RBL Bank has issued 375,203,136 shares of Rs 3. 75 bn capital. The existing authorized share capital of the Bank may not be sufficient for further issues.


AGM Management Alteration in the Memorandum of Association on account of increase in authorised share capital

FOR FORThe increase in authorized capital would also require consequential amendments to the existing Clause 5 of the Memorandum of Association of the Bank.


AGM Management Increase in Borrowing Powers FOR FOR

RBL Bank’s capital adequacy ratio of 13. 7% is higher than RBI’s minimum requirement under BASEL III norms. Considering the growth in business and operations of the Bank, its present and future requirements, RBL Bank needs fresh funds. Since the Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank’s capital structure will be regulated at all times. RBL Banks’s debt is rated ICRA A+(hyb)/Positive, ICRA A1+ and ICRA MAA‐/Positive, which indicates a high degree of safety regarding timely servicing of financial obligations.


AGM Management Issue of Debt Securities on Private Placement basis FOR FOR The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit.


AGM Management Revision in the remuneration of Mr. Vishwavir Ahuja, Managing Director & CEO FOR FOR

Vishwawir Ahuja was paid a remuneration of Rs. 17. 2 mn in FY17 (including performance bonus). No stock options were granted to him during the year. We estimate the revised remuneration for FY18 to be in the region of Rs. 30 mn. The bank has confirmed that they would not be granting any ESOPs to Vishwavir Ahuja for FY18. Vishwavir Ahuja owns 2. 4% of RBL’s equity as on 31 March 2017. The proposed remuneration is in line with industry peers. Further, it is commensurate with the size and performance of the business and complexities of his role.


AGM Management Further issue of equity shares on preferential basis (“Preferential Issue”) FOR FOR

RBL plans to issue 32. 6 mn shares on a preferential basis to institutional investors, at a price of Rs 515. 0 per share (floor price as per SEBI ICDR Regulations was Rs 511. 26). Total amount raised will be Rs 16. 8 bn. The Bank plans to raise additional capital to augment its Tier‐I capital for future organic growth of business and to enable the Bank to capitalize on inorganic opportunities and for other general corporate purposes. The overall dilution will be 8. 0% of the post issue capital. The Bank needs capital to maintain its capital adequacy ratio as it follows through on its expansion plans.

55

Jul 17 ‐ Sept 17 7‐Aug‐17SOMANY CERAMICS LTD

Postal Ballot Management Shifting of Registered Office of the Company from National Capital Territory (NCT) of Delhi to the State of West Bengal.

FOR AGAINST

Somany Ceramics intends to enlarge business operations and explore new markets. To achieve this, the company believes shifting the registered office to West Bengal is important, as it will allow it to run and administer day to day operations more economically, and enable better coordination with clients. The company has not disclosed the exact location within the state where it intends to shift its registered office, and may be where the shareholders are inconvenienced.

Jul 17 ‐ Sept 17 8‐Aug‐17ASTRAL POLY TECHNIK LTD

AGM Management

To receive, consider and adopt:(a) the Audited Financial Statements of the Company for the financial year ended 31st March, 2017, together with the reports of Directors and Auditors thereon; and(b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017, together with the report of the Auditors thereon.



AGM Management To confirm Interim Dividend on Equity Shares declared by the Board of Directors. FOR FOR The total dividend outflow including dividend tax on account of the interim dividend for FY17 is Rs. 28. 8 mn.


AGM Management To declare Final Dividend on Equity Shares. FOR FORThe company has proposed a final dividend of Rs. 0. 3 per equity share of face value Re. 1. 0 for the year ended 31 March 2017, in addition to the interim dividend of Rs. 0. 2 per share. The aggregate dividend outflow including dividend tax for FY17 is Rs. 72. 0 mn (including interim and final dividends). The dividend payout ratio is 6. 8%.


AGM Management To consider re‐appointment of Mr. Anil Kumar Jani (DIN: 07078868), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FOR His reappointment is in line with all the statutory requirements.


AGM Management To approve appointment of Auditors and to fix their remuneration. FOR FORTheir appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management To consider re‐appointment of Mrs. Jagruti Engineer (DIN: 00067276) as the Whole‐time Director.

FOR FOR

Astral proposes to reappoint Ms. Jagruti Engineer as its Whole‐time Director for a period of 3 years with effect from 1 May 2017. She is heading the Administration and Human Resource department of the company. Her reappointment is in line with all statutory requirements. The proposed remuneration of Rs. 6. 6 mn for FY18, is in line with peers and commensurate with the sizand scale of operations. The remuneration structure does not have any variable pay component. We believe, as a board member, her pay must be aligned with the performance of the company.


AGM Management To approve offer or invitation to subscribe to Non‐Convertible Debentures on private placement basis.

FOR FOR The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the company.


AGM Management To ratify remuneration of the Cost Auditors for the financial year ending 31st March, 2018. FOR FOR The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 8‐Aug‐17EICHER MOTORS LTD

AGM Management To review, consider and adopt the Audited Financial Statements (including consolidated financial statements) of the Company for the financial year ended March 31, 2017 together with the reports of Board of Directors and the Auditors thereon.



AGM Management To declare a dividend of Rs. 100 per equity share for the financial year ended March 31, 2017. FOR FORDividend for FY17 is Rs. 100. 0/‐, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 3. 3 bn, while the dividend payout ratio is 21. 0%.


AGM Management To appoint M/s. S R Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors of the Company.

FOR FORSR Batliboi & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management To consider and approve payment of remuneration to Mr. Siddhartha Lal as Managing Director.

FOR FOR

Siddhartha Lal, 44, belongs to the promoter group of the company. He has been on the board since 2006 and was re‐appointed as managing director of the company with effect in the previous AGM for five years. As per the Eicher’s remuneration policy, Siddhartha Lal’s salary is revised each year. His proposed remuneration of Rs. 104. 6 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business.


AGM Management To consider and ratify remuneration of Cost Auditor payable for the financial year 2016‐17. FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 8‐Aug‐17TATA STEEL LTD

AGM Management

1 a) Consider and adopt Audited Standalone Financial Statements for the FinancialYear ended March 31, 2017 and the Reports of the Board of Directors andAuditors thereonb) Consider and adopt Audited Consolidated Financial Statements for the FinancialYear ended March 31, 2017 and the Report of the Auditors thereon



AGM Management Declaration of dividend on Ordinary (equity) Shares for Financial Year 2016‐17 FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Appointment of Director in place of Mr. Dinesh Kumar Mehrotra, (DIN: 00142711) whoretires by rotation and being eligible, seeks re‐appointment

FOR FORThe total outflow on account of dividend is Rs. 11. 7 bn v/s Rs. 9. 3 bn in the previous year. The dividend payout is 33. 9% v/s 96. 9% in FY16.


AGM Management Appointment of Director in place of Mr. Koushik Chatterjee, (DIN: 00004989) who retiresby rotation and being eligible, seeks re‐appointment

FOR FORDinesh Kumar Mehrotra (DIN: 00142711) is the former Chairperson of Life Insurance Corporation of India. His reappointment is in line with all statutory requirements.


AGM Management Appointment of Price Waterhouse & Co Chartered Accountants LLP, CharteredAccountants as Statutory Auditors of the Company

FOR FORKoushik Chatterjee (DIN: 00004989) is in charge of Tata Steel’s operations in Europe. His reappointment is in line with all statutory requirements.


AGM Management Appointment of Mr. N. Chandrasekaran, (DIN: 00121863) as a Director FOR FORPrice Waterhouse & Co will replace Deloitte Haskins and Sells as statutory auditors. Their appointment is in line with all statutory requirements.


AGM Management Appointment of Dr. Peter (Petrus) Blauwhoff (DIN: 07728872) as an Independent Director FOR FORN Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company and former CEO and Managing Director of Tata Consultancy Services Limited. His appointment is in line with all statutory requirements.


AGM Management Appointment of Mr. Aman Mehta, (DIN: 00009364) as an Independent Director FOR FORDr. Peter (Petrus) Blauwhoff (DIN: 07728872) is the former Chief Executive Officer of Deutsche Shell Holding GmbH. His appointment is in line with all statutory requirements.


AGM Management Appointment of Mr. Deepak Kapoor, (DIN: 00162957) as an Independent Director FOR AGAINSTAman Mehta (DIN: 00009364) is the former CEO of HSBC (Asia Pacific region). He is Independent Director of Tata Consultancy Services Ltd since May 2004. Because of his long association with the group, we consider him non‐independent.


AGM Management Ratification of the remuneration of Messrs Shome & Banerjee, Cost Auditors of theCompany

FOR FORDeepak Kapoor (DIN: 00162957) is the former Chairperson of PwC India. His appointment is in line with all statutory requirements.


AGM Management Issue of Non‐ Convertible Debentures on Private Placement Basis not exceeding `10,000 crore FOR FOR The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 9‐Aug‐17APAR INDUSTRIES LTD

AGM Management

To receive, consider and adopt the Audited Financial statements includingConsolidated Financial statements comprising the Balance Sheet as atMarch 31, 2017 and the Statement of Profit and Loss and Cash flow for theyear ended on that date together with Reports of Directors and Auditorsthereon. (Ordinary Resolution)

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting.

56


AGM Management To declare dividend on the Equity Shares of the Company. (OrdinaryResolution)

FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 5 bn. The dividend payout ratio for FY17 was 25. 3%.


AGM Management To appoint a Director in place of Mr. Kushal N. Desai (DIN – 00008084) whoretires by rotation and, being eligible offers himself for re‐appointment.(Ordinary Resolution)

FOR FORKushal N. Desai (DIN: 00008084) is part of the promoter group and the CMD. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management

To appoint M/s Sharp & Tannan (Firm Registration No. 127145W), CharteredAccountants as Statutory Auditors of the Company to hold office from theconclusion of this AGM till the conclusion of AGM to be held in the year 2020and authorise the Board of Directors to fix their remuneration. (OrdinaryResolution)

FOR FOR

Sharp & Tannan were appointed as the statutory auditors in 2011. In 2015, they were reappointed for a period of five years. Sharp & Tannan have recently undertaken some internal reorganization and the firm registration number has changed. Consequently, they seek appointment with the new registration number for the remainder of their term (till 2020). The appointment is in line with the statutory requirements.


AGM Management To approve appointment of Mr. Rajesh Sehgal as Independent Director of theCompany for a period of five years. (Ordinary Resolution)

FOR FOR

Rajesh Sehgal (DIN: 00048482) is a former Senior Executive Director of Franklin Templeton and the current Managing Partner of Equanimity Investments. He has been on the board as a nominee of Templeton since 2011. In the quarter ended 31 March 2017, Templeton has sold its entire stake of 9. 45% in Apar. Consequently, given that Rajesh Sehgal has no association with any dominant shareholder, Apar proposes to appoint him in the capacity of an independent director. His appointment is in line with the statutory requirements.


AGM Management To confirm appointment and ratify payment of remuneration not exceedingRs. 1,20,000/‐ p.a. to Mr. T. M. Rathi, the Cost Auditors for the Financial Yearending 31st March, 2018 (Ordinary Resolution)

FOR FOR The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations.


AGM Management To adopt new set of Articles of Association of the Company. (SpecialResolution)

FOR FOR

In March 2011, Templeton had entered into a Subscription and Investor Rights Agreement (SIRA) with Apar for the purchase of a 9. 45% stake. The agreement, whose provisions were embedded into the AoA, gave special rights to Templeton, which included tag‐along rights, restriction on stake sale by promoters, CEO selection rights, board and committee nomination rights, and anti‐dilution rights. After Templeton’s stake sale and exit, the AoA is being amended to remove these special rights. Minority shareholders will not be impacted from these changes.

Jul 17 ‐ Sept 17 9‐Aug‐17TATA CHEMICALS LIMITED

AGM Management

a. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31 March, 2017 together with the Reports of the Board of Directors and Auditors thereon b. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for thefinancial year ended 31 March, 2017 together with the Report of the Auditors thereon



AGM Management To declare dividend on Ordinary Shares for the financial year ended 31 March, 2017 FOR FOR The total dividend outflow including dividend tax for FY17 is Rs. 3. 4 bn. The dividend payout ratio for FY17 is 48. 7%.


AGM Management Re‐appointment of Mr. S. Padmanabhan who retires by rotation FOR FORS Padmanabhan is Executive Chairperson of Tata Business Excellence Group and Head Group HR of Tata Sons. He is liable to retire by rotation and his appointment is in line with all statutory requirements.


AGM Management

Appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W‐100022), as Statutory Auditors of the Company, in place of the retiring Auditors Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 1173664W/W‐100018) for a term of five years

FOR FORB S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Ratification of Remuneration of Cost Auditors FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 9‐Aug‐17TIMKEN INDIA LTD

AGM Management To consider and adopt the Financial Statements of the Company for the year ended March 31, 2017 and the reports of the Board of Diretors and Auditors



AGM Management To declare dividend on equity share of the company FOR FORThe company has proposed a final dividend of Rs. 1. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017 – equivalent to that paid in FY16. The total dividend outflow including dividend tax for FY17 is Rs. 81. 8 mn. The dividend payout ratio is low at 8. 4%.


AGM Management Appointment of a Director in the place of Mr. Avishrant Keshava, who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORAvishrant Keshava, 49, is the Whole‐time Director and Business Controller – India and CFO. He retires by rotation and his reappointment is in line with statutory requirements.


AGM Management To appoint auditors of the company FOR FORThe company proposes to appoint Deloitte Haskins & Sells LLP as statutory auditors replacing SR Batliboi & Co LLP. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Mr. Sanjay Koul as chairman and managing director FOR FORWhile Sanjay Koul’s estimated FY18 remuneration of Rs. 30. 8 mn is marginally higher than peers, it is commensurate with the size and complexity of the business. The performance linked incentive component of his remuneration is open‐ended and at the discretion of the board – we expect companies to specify an absolute cap to incentive payouts.


AGM Management Ratification of Remuneration payable of cost auditors for the year 2017‐18 FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 9‐Aug‐17TRIVENI TURBINE LTD

AGM Management Adoption of (a) Financial statements, Reports of the Board of Directors and Auditors of the Company for the year ended 31st March 2017 and(b) Consolidated Financial statements and report of auditors.



AGM Management Confirmation of interim dividend of Re. 0.45 per equity share paid during the Financial year 2016‐17 & declaration of final dividend for the said Financial Year.

FOR FORThe company has proposed a final dividend of Rs. 0. 75 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. It has already paid an interim dividend of Rs. 0. 45 per equity share. In FY16, the total dividend was Rs. 1. 10 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 5 bn. The dividend payout ratio is 41. 0%.


AGM Management Re‐appointment of Mr. Tarun Sawhney, who retires by rotation and being eligible seeks re‐appointment.

FOR FORTarun Sawhney, 44, is part of the promoter family and Vice Chairperson and Managing Director, Triveni Engineering and Industries Limited. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appointment of M/s Walker Chandiok & Co LLP Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (“AGM”) until the conclusion of the 27th AGM of the Company and approve their remuneration.

FOR FORTheir appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Ratification of payment of remuneration to the Cost Auditor viz M/s J.H.& Associates, Cost Accountant for the Financial year 2017‐18.


Jul 17 ‐ Sept 17 10‐Aug‐17SUDARSHAN CHEMICAL INDUSTRIES

AGM Management Approval of Financial Statements of the Company for the Year ended 31st March, 2017. FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Approval for declaration of final dividend for the year ended 31st March, 2017 and confirmation of the Interim Dividend paid during March, 2017.

FOR FORSudarshan Chemical Industries Ltd. (SCIL) paid an interim dividend of Rs 2. 5 per share and proposes a final dividend of Rs 1. 0 on equity shares of face value Rs 2. 0 for FY17, taking total dividend for the year to Rs 3. 5 per share. The pay‐out ratio for the year is 32. 6%.

57


AGM Management Appointment of Mr. K. L. Rathi, as Director liable to retire by rotation. FOR FORK. L. Rathi, promoter, has been with the company since inception in an executive capacity initially and is now a non‐executive director. His reappointment is in line with all statutory requirements.


AGM Management Appointment of B S R Associates, LLP as StatutoryA u d i t o r s o f t h e C o m p a n y f o r a p e r i o d o f 5 years w.e.f. from 10th August, 2017 and fixing their remuneration.

FOR FORSCIL proposes to appoint BSR & Associates LLP as as statutory auditors for a period of five years with ratification each year. Prior to BSR & Associates, B. K. Khare & Co. Were the statutory auditors of the company. The appointment is in line with our Voting Policy on Auditor Rotation and provisions of Section 139 of the Companies Act 2013.


AGM Management Approval for appointment of Mr. A.B. Rathi, Director as Non Executive, Non Independent Director liable to retire by rotation.

FOR FOR

Ajoy Rathi is from the promoter family. He is B. Tech, from University of Madras, M. S. Chemical Engg. From University of Detroit, USA and an MBA. He is the Managing Director of RIECO Industries Ltd. (RIECO), a wholly owned subsidiary of SCIL. RIECO manufactures air pollution control equipment and pneumatic conveying systems. His appointment is in line with all statutory requirements.


AGM Management Approval for payment of remuneration to Parkhi Limaye & Co., Cost Auditors for the FinancialYear 2017‐18 to conduct Audit of Cost Records of the Company for "Agro Chemicals” and “Industrial Mixers".

FOR FORPayment to cost auditors for FY18 aggregates Rs. 0. 1 mn (excluding GST and reimbursement of out‐of‐pocket expenses) which is commensurate to the size of the company.

Jul 17 ‐ Sept 17 11‐Aug‐17BLUE STAR LTD

AGM Management Adoption of Financial Statement (Standalone & Consolidated), Board’s Reportand Auditors’ Reports for the year ended March 31, 2017.



AGM Management Confirmation of Final dividend on equity shares of the company FOR FORThe total outflow on account of dividend is Rs. 862. 7 mn v/s Rs. 745. 9 mn in the previous year. The dividend payout is 77% v/s 60. 8% in FY16.


AGM Management Reappointment of Mr Vir S Advani, who retires by rotation. FOR FORVir S Advani (DIN: 01571278) belongs to the promoter family and is the Managing Director. His reappointment is in line with all statutory requirements.


AGM Management Ratification of appointment of M/s S R B C & Co LLP, Chartered Accountants,as Statutory Auditors and fixing their Remuneration.

FOR FORSRBC & Co were appointed as the statutory auditors in the 2014 AGM for five years. The ratification is in line with all statutory requirements.


AGM Management Ratification of remuneration of M/s Narasimha Murthy & Co, Hyderabad,Cost Accountants for financial year ending March 31, 2017.

FOR FOR The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.


AGM Management Appointment of Mr Rajiv R Lulla as Non‐Executive Director of the Company. FOR FOR Rajiv R Lulla (DIN: 06384402) is senior advisor at Voltaire Capital. His appointment is in line with all the statutory requirements.


AGM Management Appointment of Mr Dinesh N Vaswani as Non‐Executive Director of the Company. FOR FORDinesh N Vaswani (DIN: 00306990) is founder and Managing Director of Acuitas Capital Advisors. His appointment is in line with all the statutory requirements. Since his appointment, Dinesh Vaswani has attended only 50% of the board meetings – we expect directors to take their responsibilities seriously and attend all board meetings.


AGM Management Appointment of Mr Sam Balsara as an Independent Director of the Company. FOR FORSam Balsara (DIN: 00076942) is the Chairperson and Managing Director of Madison World. His appointment is in line with all the statutory requirements.


AGM Management Modification in Managerial Remuneration payable to Mr Vir S Advani, Managing Director and Mr B Thiagarajan, Joint Managing Director.

FOR AGAINSTThe company proposes to remove the cap of 2% on the commission and performance linked incentives payable to Vir S Advani and B Thiagarajan beginning 1 April 2017. Their past remuneration has outpaced company performance. Removal of the cap on commission and performance‐linked incentives will make the remuneration open ended.

Jul 17 ‐ Sept 17 11‐Aug‐17FINOLEX INDUSTRIES LTD

AGM Management To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended 31st March, 2017 together with the reports of the directors’ and the auditors’



AGM Management To declare dividend on equity shares for the financial year ended 31st March, 2017. FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 7 bn. The dividend payout ratio for FY17 was 48. 8%.


AGM Management To appoint a director in place of Mrs. Ritu P. Chhabria (DIN00062144), who retires by rotationand, being eligible, offers herself for re‐appointment.

FOR FORMs. Ritu P. Chhabria (DIN: 00062144) is part of the promoter group and the Managing Trustee of Mukul Madhav Foundation (MMF), a Pune‐based charitable trust. She is a double major in Economics and Marketing from Richmond College, London and holds a Masters degree in Public Relations. Her reappointment is in line with the statutory requirements.


AGM Management

To re‐appoint M/s. P. G. Bhagwat, Chartered Accountants (Firm Registration No.101118W), as the Statutory Auditors of the Company to hold office for a second term of 5 years from the conclusion of thirty‐six annual general meeting till the conclusion of the 41st annual general meeting, on such remuneration as may be mutually agreed between the Board of Directors (the “Board”) and the Statutory Auditors

FOR FOR P. G. Bhagwat were first appointed as the statutory auditor in FY13. The reappointment is in line with the statutory requirements.


AGM Management

To ratify a consolidated remuneration of ` 4,00,000/‐ plus taxes, as applicable and out of pocket expenses payable to M/s. S. R. Bhargave & Co., Cost Accountants who have been appointed by the Board of Directors of the Company for the audit of the cost records of the Company for the financial year ending 31st March, 2018.



AGM Management

To give approval for issuing offer(s) or invitation(s) to subscribe to secured Non‐Convertible Debentures (“NCDs”) for a sum not exceeding ` 2,50,00,00,000/‐ (Rupees two hundred fifty crores only) on a private placement basis in one or more tranches during a period of one year from the date of passing of this resolution within the overall borrowing limits of the Companyas approved by the members, from time to time.

FOR FOR The issuance will be within the approved borrowing limit of Rs. 20 bn.


AGM Management To give approval for appointment of Mr. Anil V. Whabi (DIN00142052) as Director of the Company liable to retire by rotation.

FOR FORAnil V. Whabi (DIN: 00142052) is the CFO and Director (Finance) of Finolex. His appointment is in line with the statutory requirements.


AGM Management To give approval for appointment of Mr.Anil V. Whabi (DIN00142052) as whole‐time Director designated as Director ‐ Finance with effect from 26th August, 2016 and remuneration payable to him.

FOR FORHis proposed remuneration, estimated at Rs. 27. 3 mn, is in line with peers and commensurate with the size and scale of operations. To provide more clarity on the final remuneration, the company should have provided an absolute cap on his variable pay.


AGM Management

To give approval for payment of commission to the directors other than managing director or whole time director of the company not exceeding one per cent of the net profit or the Company calculated under provisions section 198 of the Companies Act, 2013 with a cap of ` 2,00,00,000/‐ (Rupees two crores only) for each financial year commencing from 1st April, 2016.

FOR FORThe company has seven NEDs, including Ms. Ritu P. Chhabria, who is a promoter representative. The NEDs were paid an aggregate commission of Rs. 11 mn in FY17 (0. 2% of PBT). We expect the company to remain judicious while setting the commission going forward.

Jul 17 ‐ Sept 17 11‐Aug‐17GODREJ INDUSTRIES LTD

AGM Management Adoption of audited financial statements (both standalone and consolidated) and Reports thereon for the Financial Year ended March 31, 2017.



AGM Management Declaration of dividend. FOR FORDespite making a standalone loss, the dividend for FY17 is Rs. 1. 75/‐, which is same as paid in the previous two years. The total dividend outflow (including dividend tax for FY17) is Rs. 707. 9 bn.


AGM Management Appointment of a Director in place of Mr. A.B. Godrej (DIN: 00065964), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORAdi Godrej, 75, is currently the Chairperson of Godrej Group and part of the promoter family. He has been associated with GIL for the past 29 years. His reappointment meets all statutory requirements.

58


AGM Management Appointment of a Director in place of Ms. T.A. Dubash (DIN: 00026028), who retires by rotation and being eligible, offers herself for re‐appointment.

FOR FORTanya Dubash, 49, is currently an Executive Director and Chief Brand Officer of GIL. She is part of the promoter family and has been associated with GIL for the past 21 years. Her reappointment meets all statutory requirements.


AGM Management Appointment of M/s. BSR & Co. LLP, Chartered Accountants (Firm Regn. No. 101248W/W‐100022), as Statutory Auditors.

FOR FORBSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Prior to BSR & Co’s appointment, Kalyaniwalla & Mistry were the statutory auditors for past 19 years.


AGM Management Increase in borrowing limits of the Company upto a limit of ` 2,000 crore. FOR FORGIL current borrowings on 31 March 2017 (as per standalone financials) is ~ Rs. 19. 5 bn (excluding temporary loans of Rs. 9. 1 bn), which is close to the existing borrowing limit (Rs. 21. 3 bn). GIL will need to raise additional funds for expansion of its businesses.


AGM Management Remuneration of M/s. R. Nanabhoy & Co., as Cost Auditors of the Company. FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 11‐Aug‐17

KALPATARU POWER TRANSMISSION LIMITED

AGM Management

Receive, consider and adopt:a) the Audited Financial Statements for the financial year ended March 31, 2017, the Reports of the Board of Directors and Auditors thereonb) the Audited Consolidated Financial Statements for the financial year ended March 31, 2017


Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management To declare dividend on equity shares for the financial year ended March 31, 2017 FOR FORDividend for FY17 is Rs. 2. 0/‐, while the company paid a dividend of Rs. 1. 5/‐ in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 4 bn, and the dividend payout ratio is 13. 7%.

Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management Re‐appointment of Mr. Manish Mohnot who retires by rotation and being eligible offers himself for reappointment

FOR FORManish Mohnot, 45, has been on the board of KPTL for the past eleven years. His reappointment meets all statutory requirements.

Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management Ratification of appointment of statutory auditors FOR FORThe ratification of Deloitte Haskins & Sells LLP’s reappointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management Appointment of Mr. Mofatraj P. Munot as an Executive Chairman of the Company FOR FOR

Mofatraj Munot, 73, is the founder of Kalpataru Group and the promoter of KPTL. Till now, he served the board as its Non‐Executive Chairperson. KPTL proposes to appoint him as the Executive Chairperson for five years, w. E. F. 1 April 2017 till 31 March 2022. The proposed remuneration of Rs. 87. 0 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute amounts on commission and the overall remuneration payable to executive directors.

Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management Issue and allot Secured / Unsecured redeemable non‐convertible debentures upto ` 100 Crores

FOR FOR The NCDs will be issued within the overall borrowing limit.

Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management Ratifying remuneration of cost auditor for the FY 2017‐18 FOR FOR The remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management Appointment of Ms. Anjali Seth as an Independent Director of the Company FOR FORMs. Anjali Seth, 59, is a graduate in law from University of Delhi. She has over 30 years of experience in Law. She was appointed as a Non‐Executive Non‐Independent Director in FY15 AGM. She also serves on the board of other companies i. E. Endurance Technologies Ltd. , Adlabs Entertainment Ltd. And JMC Projects (India) Ltd.

Jul 17 ‐ Sept 17 11‐Aug‐17


AGM Management Appointment of Mr. Subodh Kumar Jain as a Director of the Company FOR FORSubodh Kumar Jain, 63, holds a bachelors degree from IIT Roorkee. He has over 40 years of experience in Indian Railways and Metro Rails. His appointment meets all statutory requirements.

Jul 17 ‐ Sept 17 12‐Aug‐17THYROCARE TECHNOLOGIES LIMITED

AGM Management To adopt the audited Standalone Financial Statements of the Company for FY 2016‐17. FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management To adopt the audited Consolidated Financial Statements of the Company for FY 2016‐17. FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management To declare Dividend for the Financial Year 2016‐17. FOR FORThe company proposes to pay final dividend of Rs. 5 per share of FV Rs. 10. 0 for FY17. This is in addition to the interim dividend of Rs. 5. 0 per share paid during the year. The aggregate dividend per share is Rs. 10. 0. The dividend amount including the dividend tax is Rs. 0. 6 bn. The dividend payout ratio for FY17 is 86. 4%.


AGM Management To appoint a Director in the place of retiring Director, Mr. Sohil Chand (DIN. 02170052) who offers himself for reappointment.

FOR FORSohil Chand is a Nominee of Norwest Venture Partners Fund VII A. He attended 50% of the meetings in FY17 and 42% of the meetings in FY16. We expect directors to take their responsibilities seriously and attend all board meetings. We have a threshold of 75% attendance of board meetings, over a three‐year period, while voting on re‐appointment of directors.


AGM Management To ratify the appointment of Statutory Auditors to hold office from the conclusion of this AGM till the conclusion of the 18th Annual General Meeting

FOR FORBSR & Co. LLP were reappointed as statutory auditors of the company at the FY16 AGM. The ratification of BSR & Co. LLP is in line with IiAS Voting Guidelines on Auditor (Re) Appointments.


AGM Management To approve reappointment of Dr. A. Velumani (DIN: 00002804) as Managing Director and CEO of the Company.

FOR FOR

Dr. A. Velumani is the promoter MD & CEO. His FY17 remuneration of Rs. 16. 0 mn was 72. 73x the median employee remuneration. He has opted to take a token remuneration of Re. 1. 0 per month. He will be eligible to receive perquisites in addition to salary. This will also be the minimum remuneration. The proposed remuneration is commensurate with the size and complexities of his responsibilities.


AGM Management To approve reappointment of Mr. A. Sundararaju (DIN: 0003260) as Executive Director & CFO of the Company

FOR FORA. Sundararaju is the promoter ED & CFO. His FY17 remuneration of Rs. 8. 0 mn was 36. 36x the median employee remuneration. His proposed remuneration of Rs. 9. 8 mn is commensurate with the size and complexities of his responsibilities.


AGM Management To Ratify remuneration fixed for the cost auditors for FY 2016‐17 FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations.


AGM Management To approve Employees Stock Option Scheme for the year 2016‐17. FOR FOR

The company proposes to grant 50,529 stock options at an exercise price of Rs. 10. 0 (Face Value). The cost of 50,529 stock options at the current market price of Rs. Will be Rs. 36. 1 mn. The annual cost to the company over the vesting period of three years will be 1. 7% of FY17 net profit. While we do not favour stock options issued at a discount to market price, the cost of the scheme is relatively low compared to profits.

Jul 17 ‐ Sept 17 14‐Aug‐17AIA ENGINEERING LIMITED

AGM Management Adoption of Financial Statements for the year ended 31st March 2017. FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.

59


AGM Management Confi rmation of declaration of Interim Dividend for the Financial Year 2016‐17. FOR FORAIA paid an interim dividend of Rs. 4. 0/‐ during the year and has proposed a final dividend of Rs. 4. 0/‐ per equity share. The total dividend for FY17 is Rs. 8. 0/‐ per share, while it was Rs. 18. 0/‐ in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 9 bn, and the dividend payout ratio is 21. 8%.


AGM Management Declaration of Final Dividend for the Financial Year 2016‐17 FOR FORAIA paid an interim dividend of Rs. 4. 0/‐ during the year and has proposed a final dividend of Rs. 4. 0/‐ per equity share. The total dividend for FY17 is Rs. 8. 0/‐ per share, while it was Rs. 18. 0/‐ in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 9 bn, and the dividend payout ratio is 21. 8%.


AGM Management Re‐appointment of Mrs. Khushali S. Solanki, a Director retires by rotation. FOR FORMs. Khushali S. Solanki, 40, represents the promoter family. She has been on the board of AIA for the past three years. Her reappointment meets all statutory requirements.


AGM Management Appointment of Statutory Auditors. FOR FORBSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Prior to their appointment, Talati & Talati were the statutory auditors for past 16 years.


AGM Management Re‐appointment of Mr. Yashwant M. Patel as a Whole‐Time Director for a period of Five Years.

FOR FOR

Yashwant M. Patel, 74, has varied experience in Production, Administration, Human Resources and Accounts. He was last reappointed as an Executive Director in FY13 AGM for three years. The proposed remuneration of Rs. 2. 3 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. However, there is no performance‐linked component to his remuneration structure‐ executive remuneration structures should carry a component of performance linked pay to establish a link between pay and company performance.


AGM Management Approval of Related Party Transactions. FOR FOR

Welcast Steel Ltd. Undertakes contract manufacturing on behalf of AIA. The company believes that the purchase of goods from WSL may exceed the threshold limit of 10% of annual consolidated turnover in FY18. While AIA has not disclosed the quantum of the transactions proposed, the resolution is valid only for FY18 and transactions have been in the range of Rs. 1. 2 bn to Rs. 2. 2 bn in the last five years. Further, the transactions will be in the ordinary course of business and at arm’s length.


AGM Management Ratifi cation of Remuneration to Cost Auditors. FOR FOR The remuneration proposed is reasonable compared to the size and scale of the company’s operations.


AGM Management Alteration of Articles of Association of the Company. FOR FORAIA proposes to adopt a new set of Articles of Association (AoA) to delete/amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013. The new set of AoA are not available on its website.


AGM Management Keeping of Register/Index of Members at a place other than the Registered Office of the Company

FOR FORThe company seeks shareholder approval to keep the registers and other documents at the office of Registrar and Transfer Agent, Link Intime Private Limited. The documents will be maintained within the same city where the registered office is located; we believe that this will not cause inconvenience for shareholders.

Jul 17 ‐ Sept 17 18‐Aug‐17HINDUSTAN ZINC LTD

AGM Management To consider and adopt the Audited Financial Statements & other documentsfor the financial year ended March 31, 2017.



AGM Management To confirm the payment of interim dividend and special dividend madeduring the financial year 2016‐17.

FOR FOR The total dividend outflow including dividend tax for FY17 is Rs. 149. 5 bn. The dividend payout ratio is 179. 8%.


AGM Management To re‐appoint Mr. Navin Agarwal as Director, liable to retire by rotation. FOR FORNavin Agarwal, 57, is part of the promoter family and Executive Vice Chairperson, Vedanta PLC, the ultimate holding company. He retires by rotation and his reappointment is in line with statutory requirements.


AGM Management To ratify the appointment of M/s. S.R. Batliboi & Co. LLP as Statutory Auditors FOR FORThe company proposes to ratify S R Batliboi & Co LLP as statutory auditors for one year – they were appointed as auditors for five years in the FY16 AGM. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management To ratify the remuneration of the Cost Auditor for the F.Y. 2017 ‐18. FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.


AGM Management To approve payment of remuneration in the form of commission to Non‐Executive Directors FOR FORIn FY17, the company paid an aggregate commission of Rs. 6. 0 mn to its non‐executive directors, which was in line with peers and commensurate with their responsibilities. While we expect the company to remain judicious in its commission payouts to non‐executive directors, as a good practice, it must consider setting a cap in absolute amount of the commission payable.

Jul 17 ‐ Sept 17 21‐Aug‐17MOTHERSON SUMI SYSTEMS LTD

AGM Management Adoption of Financial Statements for the year ended March 31, 2017 FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Declaration of dividend on equity shares FOR FORMotherson Sumi Systems Limited (MSSL) has paid an interim dividend of Rs. 2. 5 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 3. 8 bn. The dividend payout ratio for FY16 is 53. 0%.


AGM Management Re‐appointment of Mr. Pankaj Mital, who retires by rotation, being eligible, seek re‐appointment

FOR FORPankaj Mittal is the Chief Operating Officer of MSSL. He retires by rotation, and his reappointment is in line with the statutory requirements.


AGM Management Appointment of Auditor and fixing their remuneration FOR FOR

MSSL proposes to appoint S. R. Batliboi & Co. LLP (Ernst & Young audit network) as statutory auditors for a period of five years with a ratification each year. The company’s previous auditors were Price Waterhouse Chartered Accountants LLP for the past 17 years. The appointment is in line with our Voting Policy on Auditor appointment and with the provisions of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Mr. Pankaj Mital as Whole‐time Director of the Company FOR FOR

Pankaj Mital was paid a remuneration of Rs 19. 2 mn in FY17. Based on the company’s past practices on remuneration payouts, we estimate his remuneration at Rs. 31 mn, which is comparable to peers and commensurate with the size and performance of the business. As a good practice, companies must provide reasonable information for shareholders for them to make judicious decisions, and provide a cap (in absolute amounts) on the variable (long‐term and short‐term) components of the remuneration structure.


AGM Management Ratification of the remuneration of the Cost Auditor for the Financial Year 2017‐18 FOR FORThe total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations.

Jul 17 ‐ Sept 17 22‐Aug‐17CAN FIN HOMES LTD

Postal Ballot Management Alteration in Objects Clause of the Memorandum of Association FOR FORThe alterations are being made to enable the company to enter the insurance industry, and to align the existing MoA with Companies Act 2013. The modified Memorandum of Association is available on the company’s website. The modification is not detrimental to the interest of minority shareholders.


Postal Ballot Management Alteration in Liability Clause of the Memorandum of Association FOR FORAs per the Companies Act 2013, the liability clause should read as: “The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them. ” Hence, it is proposed to modify the liability clause. The modification is not detrimental to the interest of minority shareholders.


Postal Ballot Management Adoption of new set of Articles of Association of the Company FOR FORThe company proposes to adopt a new set of Articles of Association (AoA) to delete/amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013. The modified Articles of Association is available on the company’s website.


Postal Ballot Management Sub‐Division of Equity Shares of the Company FOR FORWith the objective of improving liquidity and to make the share more affordable to small shareholders, the company proposes tosub‐divide the equity shares of Rs. 10 each to Rs. 2 each.


Postal Ballot Management Alteration in Capital Clause of the Memorandum of Association of the Company FOR FOR The sub‐division of equity shares would require amendment to Clause V of the Memorandum of Association.

60

Jul 17 ‐ Sept 17 22‐Aug‐17LARSEN AND TOUBRO LIMITED

CCM Management Resolution approving Scheme of Amalgamation of Spectrum Infotech Private Limited (“Transferor Company”) with Larsen & Toubro Limited (“Transferee Company”) pursuant to sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013

FOR FOR

SIPL is engaged in technology and product development of electronic components in the areas of defence, avionics and aerospace engineering. The merger will complement L&T’s enhanced focus on the defence sector. As per the scheme, there will be no issuance of shares and the entire equity share capital of SIPL will be cancelled. The merged entity will benefit from reduced overheads and administrative expenses. There will be no change in the economic interest in SIPL for the shareholders.


AGM Management

1 Adoption of audited financial statements for the year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company and the reports of the auditors thereon for the year ended March31, 2017.



AGM Management Dividend on equity shares for the financial year 2016‐17. FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 22. 8 bn. The dividend payout ratio for FY17 was 41. 7%.


AGM Management Appoint Mr. Sushobhan Sarker (DIN: 00088276) as a Director liable to retire by rotation. FOR FORSushobhan Sarker (DIN: 00088276) is a nominee director of Life Insurance Corporation of India (LIC). He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appoint Mr. Shailendra Roy (DIN: 02144836) as a Director liable to retire by rotation. FOR FORShailendra Roy (DIN: 02144836) is Senior Executive VP (Power, Heavy Engineering & Defence) in L&T. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appoint Mr. R. Shankar Raman (DIN: 00019798) as a Director liable to retire by rotation. FOR FORR. Shankar Raman (DIN: 00019798) is the CFO of L&T. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Re‐appoint Mr. Subodh Bhargava (DIN: 00035672) as an Independent Director. FOR AGAINST

Subodh Bhargava (DIN: 00035672) is the former CEO, Eicher Group. He has been on the board since July 2007. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as nonindependent. If the company believes he contributes to board deliberations, it must consider appointing him as a non‐independent director.


AGM Management Appoint Mr. S.N. Subrahmanyan (DIN: 02255382) as the Chief Executive Officer and Managing Director of the Company.

FOR FOR

As part of the company’s succession plan, S. N. Subrahmanyan (currently deputy MD) is being elevated as the CEO & MD. His proposed remuneration of Rs. 287. 3 mn is high, but comparable to index peers. We also recognize that he is a seasoned professional, with years of experience working in L&T and the infrastructure domain. His expertise and leadership will be beneficial for the company. To provide shareholders more clarity on his final remuneration, the company should have capped hivariable pay in absolute terms. Further, he has been granted stock options from other group companies during the year, the aggregate value of which amounts to ~Rs. 300 mn (taking his overall pay in FY17 to ~Rs. 537 mn). Shareholders must be provided more clarity on such grants in the future for them to make a more informed decision on his overall remuneration across the group.


AGM Management Appoint Mr. Jayant Damodar Patil (DIN: 01252184) as a Director liable to retire by rotation. FOR FORJayant Damodar Patil (DIN: 00090360) is Senior Executive VP (Defence) in L&T. His appointment is in line with the statutory requirements. After his appointment (along with Arvind Gupta), the board size increases to 22 members. With such a large board size, consensus on many critical issues may be difficult to achieve.


AGM Management Appoint Mr. Arvind Gupta (DIN: 00090360) as a Director liable to retire by rotation. FOR FORArvind Gupta (DIN: 01252184) is a nominee director of SUUTI. His appointment is in line with the statutory requirements. After his appointment (along with Jayant Damodar Patil), the board size increases to 22 members. With such a large board size, consensus on many critical issues may be difficult to achieve.


AGM Management Appoint Mr. Jayant Damodar Patil (DIN: 01252184) as a Whole‐time Director of the Company.

FOR FORHis proposed pay of Rs. 73. 8 mn is in line with similar sized peers and is commensurate with the size and scale of operations. To provide shareholders more clarity on his final remuneration, the company should have capped his variable pay in absolute terms.


AGM Management

Raise funds through issue of convertible bonds and/or equity shares through depository receipts and including by way of Qualified Institution Placement (‘QIP’), to Qualified Institutional Buyers (‘QIB’) for an amount not exceeding v 4000 Crore or US $ 600 million, whichever is higher.

FOR FORBased on current market price, the issuance will result in a maximum dilution of ~3. 6% for existing shareholders. The capital infusion will help L&T fund its growth and expansion plans.


AGM Management 12 Issue listed/unlisted secured/unsecured redeemable non‐convertible debentures, in one or more series/tranches/currencies, aggregating up to 6000 crore.

FOR FORThe issuance will be within the approved borrowing limit (Rs. 20 bn over and above the aggregate of paid‐up capital and free reserves of the company).


AGM Management Ratification of appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company.

FOR FORDeloitte Haskins & Sells LLP was appointed as auditors in FY16. The ratification of their appointment is in line with the statutory requirements.


AGM Management 14 Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010) for the financial year 2017‐18.


Jul 17 ‐ Sept 17 22‐Aug‐17TATA MOTORS LTD

AGM Management

To receive, consider and adopt(a) the Audited Financial Statement of the Company for the Financial Year ended March 31,2017 together with the Board’s Report and the Auditors’ Report thereon; and(b) the Audited Consolidated Financial Statement of the Company for the Financial Yearended March 31, 2017 together with the Auditors’ Report thereon.



AGM Management To appoint a Director in place of Dr Ralf Speth (DIN: 03318908), who retires by rotation andbeing eligible, offers himself for re‐appointment.

FOR FORDr. Ralf Speth, 62, has been the CEO of Jaguar Land Rover for the past seven years. His reappointment meets all statutory requirements.


AGM Management Appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company FOR FORBSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Appointment of Mr Natarajan Chandrasekaran (DIN: 00121863) as a Director FOR FORNatarajan Chandrasekaran, 54, represents Tata Sons on the board. Prior to joining Tata Sons, he was the MD & CEO of Tata Consultancy Services. His appointment meets all statutory requirements.


AGM Management Appointment of Mr Om Prakash Bhatt (DIN: 00548091) as an Independent Director FOR FOROm Prakash Bhatt, 66, holds a Bachelors’ degree in Science and Masters’ degree in English Literature. He is the former chairperson of State Bank Group. He is also on the board of HUL, TCS, Tata Steel Ltd. And Standard Chartered PLC, UK. His appointment meets all statutory requirements.


AGM Management Re‐appointment of Mr Satish Borwankar (DIN: 01793948) as Executive Director and ChiefOperating Officer and payment of remuneration

FOR FOR

Satish Borwankar, 65, has been on the board of Tata Motors for past five years. The proposed remuneration is likely to range between Rs. 29. 0 mn and Rs. 45. 8 mn, which is commensurate with the size and complexity of the business, and comparable to peers. The disclosures made by Tata Motors are superior to the disclosures made in similar resolutions by other companies. We encourage other companies to emulate such disclosure levels.


AGM Management Payment of Remuneration to the Cost Auditor FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.


AGM Management Offer or invite for Subscription of Non‐Convertible Debentures on private placement basis FOR FORThe NCDs a within the overall borrowing limit of Rs. 300. 0 bn, for tenors ranging between 2 to 10 years and expected borrowing rate will be lower than 1‐year MCLR rate of SBI (currently 8. 0%) plus a spread of 100 bps.

Jul 17 ‐ Sept 17 23‐Aug‐17HERITAGE FOODS LIMITED

AGM Management

Adoption of Financial Statement: a. The Audited Financial Statements of the Company for the Financial Year ended March 31, 2017, the Reports of the Board of Directors andAuditors thereon ; and b. The Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2017.


61


AGM Management

To declare a dividend of Rs 4.00/‐ per share (40%) on equity shares of face value of ` 10/‐ each (including the special dividend of ` 1.00/‐ per equity share (10%) on equity shares of ` 10each on the event of Silver Jubilee year of the Company) for the fi nancial year ended on March 31, 2017.

FOR FORThe company has proposed a dividend of Rs. 4. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. The dividend includes a special dividend of Re. 1. 0 per equity share on account of the silver jubilee year of the company. The total dividend outflow including dividend tax for FY17 is Rs. 112 mn. The dividend payout ratio is 16. 7%.


AGM Management To appoint a Director in place of Dr. V Nagaraja Naidu (DIN: 00003730) who retires by rotation and being eligible, off ers himself for re‐appointment.

FOR FORDr. V Nagaraju Naidu, 69, is the Former MD, Heritage Foods Limited and is currently the Registrar, Dr. B R Ambedkar Open University. He retires by rotation and his reappointment is in line with statutory requirements.


AGM Management To appointment of auditors of the Company, and to fi x their remuneration. FOR FORTheir appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 23‐Aug‐17LT TECHNOLOGY SERVICES LTD

AGM Management

Adopt the audited financial statements of the Company for the year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company and the Reports of the Auditors thereon for the year ended March 31, 2017.



AGM Management Dividend on equity shares for the financial year 2016‐17. FOR FORThe aggregate dividend is Rs. 7. 0 per share. The total dividend outflow including dividend tax for FY17 is Rs. 1. 0 bn. The dividend payout ratio for FY17 is 19. 2%.


AGM Management Appoint Mr. A.M. Naik (DIN: 00001514) as a Director liable to retire by rotation. FOR FOR A M Naik is the Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.


AGM Management Appoint Mr. Amit Chadha (DIN: 07076149) as a Director liable to retire by rotation. FOR FORAmit Chadha is President, Sales and Business Development. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.


AGM Management Re‐ appointment of Sharp & Tannan as Statutory Auditors of the Company. FOR AGAINST

Sharp & Tannan have been associated with the group for over 31 years. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). We extend the above rationale on the reappointment of auditors in companies that are spin‐offs of a larger company. For such companies, we construe tenure to include the period for which the company was audited as a division of a larger company. The ratification is neither in line with our Voting Policy nor the spirit of Section 139 of the Companies Act 2013.


AGM Management Variation in terms of appointment / remuneration of Dr. Keshab Panda as the Chief ExecutiveOfficer & Managing Director.

FOR FOR

The company has proposed to pay remuneration of Rs. 72. 9 mn (USD 1. 12 mn) per annum from 1 April 2016 and remuneration of Rs. 66. 5 mn (USD 1. 02 mn) per annum from 1 April 2017. He will be paid retention pay of Rs. 13 mn per annum from 1 April 2016 which will cease from 1 April 2017, being the first vesting year of the ESOPs granted to him under the Employee Stock Option Scheme – 2016. He is based out of USA. The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration to median remuneration was 93x (excluding stock options). The company has not given a cap in absolute terms to the profit sharing incentive.


AGM Management Variation in terms of appointment / remuneration of Mr. Amit Chadha as the President – Sales & Business Development and Whole‐Time Director.

FOR FOR

The company has proposed to pay remuneration of Rs. 46. 5 mn (USD 0. 71 mn) per annum from 1 July 2016 and remuneration of Rs. 45. 8 mn (USD 0. 70 mn) per annum from 1 July 2017. He will be paid retention pay of Rs. 3. 9 mn from 1 July 2016 which will cease from 1 April 2017, being the first vesting year of the ESOPs granted to him under the Employee Stock Option Scheme – 2016. He is based out of USA. The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration to median remuneration was 55x (excluding stock options).


AGM Management Payment of Commission to Non‐Executive Directors of an amount not exceeding the limit of 1% of the net profits of the Company per annum in agreegate.

FOR FORThe board is seeking approval of shareholders to fix payment of commission to non‐executive directors at an amount not exceeding 1% of the net profits. The company must consider setting a cap in absolute terms on the commission payable.

Jul 17 ‐ Sept 17 24‐Aug‐17BAJAJ FINANCE LIMITED

Postal Ballot Management Issue of Securities to Qualified Institutional Buyers FOR FORAssuming the issue is done at current market price of Rs 1682. 2 per share, Bajaj Finance will issue ~26. 8 mn equity shares. This will lead to an overall dilution of 4. 6% on the expanded capital base. The dilution will be for all shareholders including the promoters. We believe the equity infusion will help support the NBFC’s growth plans and capital adequacy requirements.


AGM Management

To receive, consider and adopt :‐The Audited Financial Statements of the Company for the financial year ended 31st March, 2017 together with the Reports of Directors’ and Auditors’ thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017



AGM Management To declare a dividend on equity shares for the financial year ended 31st March, 2017 FOR FORThe total dividend for FY17 is Rs. 2. 7/‐ per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 137 mn. The dividend payout ratio at 16. 0%, is low.


AGM Management To appoint a Director in place of Shri Abhishek Somany (DIN‐00021448), who retires by rotation and being eligible, has offered himself for re‐appointment.

FOR FOR He retires by rotation and his reappointment is in line with all the statutory requirements.


AGM Management

Appointment of M/s Singhi & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years i.e. from 1st April, 2017 to 31st March, 2022 and fixing their remuneration for the year ended 31st March, 2018, subject to ratification of their re‐appointment at every Annual General Meeting till their term of appointment.

FOR FORSinghi & Co. ’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Shri Shreekant Somany (DIN: 00021423) as the Chairman & Managing Director of the Company for a further period of 3 (Three) consecutive years, commencing from 1st September, 2017 till 31st August, 2020.

FOR FOR

Shreekant Somany’s reappointment is in line with all the statutory requirements. His FY18 proposed remuneration estimated at Rs. 86. 9 mn, is high. However, we observe that his remuneration in the past has been in line with industry peers and aligned with the overall performance of the company as a large portion of his proposed remuneration is variable, and linked with the company’s performance. But, as the company grows, we recommend that the absolute amount of commission payable is capped. We expect the company will be prudent while paying his remuneration and that it will be commensurate with size and performance in the future.


AGM Management Re‐appointment of Shri Abhishek Somany (DIN: 00021448) as the Managing Director of the Company for a further period of 5 (Five) consecutive years, commencing from 1st June, 2018 till 31st May, 2023.

FOR FOR

Abhishek Somany’s reappointment is in line with all the statutory requirements. His FY18 proposed remuneration estimated at Rs. 91. 8 mn, is high. However, we observe that his remuneration in the past has been in line with industry peers and aligned with the overall performance of the company as a large portion of his proposed remuneration is variable, and linked with the company’s performance. We recommend that the company cap the absolute amount of commission payable to him. We expect the company will be prudent while paying his remuneration and that it will be commensurate with size and performance in the future.

Jul 17 ‐ Sept 17 1‐Sep‐17CENTURY PLYBOARDS (INDIA) LTD

AGM Management Receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2017, the Audited Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors thereon


62


AGM Management Declare dividend on Equity Shares for the financial year ended 31st March, 2017 FOR FORThe total outflow on account of dividend is Rs. 267. 4 mn, same as previous year. The dividend payout is 14. 4% v/s 15. 7% in the previous year.


AGM Management Appoint a Director in place of Sri Hari Prasad Agarwal (DIN: 00266005) who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORHari Prasad Agarwal (DIN: 00266005) belongs to the promoter family and is the Vice Chairperson. His reappointment is in line with all statutory requirements.


AGM Management Appoint a Director in place of Sri Prem Kumar Bhajanka (DIN: 00591512) who retires by rotation and being eligible, offers himself for re‐appointment

FOR FORPrem Kumar Bhajanka (DIN:00591512) is designated Managing Directors: the company has four Managing Directors on the board. His reappointment is in line with all statutory requirements.


AGM Management Ratify the appointment of Statutory Auditors of the Company and to fix their remuneration FOR FORSinghi & Co were appointed as statutory auditors for five years at the 2014 AGM. The ratification is in line with all statutory requirements.


AGM Management Appointment of Sri Vijay Chhibber (DIN: 00396838) as an Independent Director FOR FOR Vijay Chhibber (DIN: 00396838) is a former IAS officer. His appointment is in line with all statutory requirements.


AGM Management Appointment of Sri Debanjan Mandal (DIN: 00469622) as an Independent Director FOR FORDebanjan Mandal (DIN: 00469622) is partner at Fox and Mandal, law firm. His appointment is in line with all statutory requirements.


AGM Management Appointment of Sri Sunil Mitra (DIN: 00113473) as an Independent Director FOR FOR Sunil Mitra (DIN: 00113473) is a former IAS officer. His appointment is in line with all statutory requirements.


AGM Management Appointment of Smt. Nikita Bansal (DIN: 03109710) as a Director FOR AGAINST Ms. Nikita Bansal (DIN: 03109710) is 27 years old and lacks the requisite experience to be a board member.


AGM Management Appointment of Smt. Nikita Bansal (DIN: 03109710) as an Executive Director FOR AGAINSTMs. Nikita Bansal’s proposed remuneration is estimated at Rs. 3. 6 mn. She is 27 years old and lacks the requisite experience to be a board member.


AGM Management Re‐appointment of Sri Hari Prasad Agarwal (DIN: 00266005) as Vice‐Chairman and Executive Director

FOR FORHari Prasad Agarwal’s proposed remuneration is estimated at Rs. 7. 2 mn. This is in line with peers and commensurate with the performance of the company.

Jul 17 ‐ Sept 17 1‐Sep‐17RELIANCE INDUSTRIES LTD

Postal Ballot Management Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association

FOR FORThe company proposes to increase the authorized share capital to Rs. 150 bn (14 bn equity shares of Rs. 10 each and 1 bn preference shares of Rs. 10 each) from Rs. 60 bn (5 bn equity shares of Rs. 10 each and 1 bn preference shares of Rs. 10 each) to accommodate issue of bonus shares discussed in resolution 2.


Postal Ballot Management Issue of Bonus Shares FOR FORThe bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.


Postal Ballot Management Reliance Industries Limited Employees' Stock Option Scheme 2017 (ESOS 2017) for employees of the Company

FOR FOR

The company has not specified an exercise price for the options and has left it to the discretion of the board. Assuming all the options are granted at face value of Rs. 10. 0 per share, the cost per year will aggregate to Rs. 10. 2 bn (assuming a vesting period of five years). This represents 3. 4% of the consolidated FY17 PAT. While we do not favour stock options issued at a discount to market price, the cost of the scheme is relatively low as compared to profits.


Postal Ballot Management Reliance Industries Limited Employees' Stock Option Scheme 2017 (ESOS 2017) for employees of the subsidiary companies of the Company

FOR FOR Through a separate resolution, the company is seeking approval to grant options to the employees of its subsidiaries.

Jul 17 ‐ Sept 17 4‐Sep‐17 BSE LIMITED AGM Management

To receive, consider and adopt:a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2017, together with the Report of the Board of Directors and the Auditors thereon; andb. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, together with the Report of the Auditors thereon.


Jul 17 ‐ Sept 17 4‐Sep‐17 BSE LIMITED AGM Management To declare final dividend of Rs 23/‐ per equity share and to confirm the interim dividend of Rs 5/‐ per equity share, already paid during the year, for the financial year ended March 31, 2017.

FOR FORThe aggregate dividend is Rs. 28. 0 per share. The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio for FY17 is 91. 3%.

Jul 17 ‐ Sept 17 4‐Sep‐17 BSE LIMITED AGM Management To appoint a Director in place of Dr. Sriprakash Kothari (DIN:06824003), Shareholder Director, who retires by rotation at this Annual General Meeting and being eligible, offers himself for re‐appointment, subject to approval of Securities and Exchange Board of India.

FOR FORDr. Sriprakash Kothari is Professor of Accounting and Finance at MIT Sloan School of Management. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 4‐Sep‐17 BSE LIMITED AGM Management To appoint Statutory Auditors and to fix their remuneration in place of retiring auditors. FOR FORS R Batliboi & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 5‐Sep‐17MARUTI SUZUKI INDIA LTD

AGM Management

To receive, consider and adopt the financial statements (including the consolidated financial statements ) of the Company for the year ended 31st March 2017 including the audited Balance Sheet as at 31st March2017, the statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.



AGM Management To declare dividend on equity shares. FOR FORThe dividend in FY17 has increased to Rs. 75. 0 from Rs. 35. 0 in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 27. 3 bn, and the dividend payout ratio is 37. 2%. This year’s dividend payout ratio is almost 2x the dividend payout in FY16 and FY15.


AGM Management To appoint a director in place of Mr. Toshihiro Suzuki (DIN: 06709846), who retires by rotation and being eligible, offers himself for reappointment.

FOR FOR Toshihiro Suzuki, 59, represents the promoter group on the board. His reappointment meets all statutory requirements.


AGM Management To appoint a director in place of Mr. Shigetoshi Torii (DIN: 06437336), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORShigetoshi Torii, 58, is currently Head – Operations. He has been on the board of MSIL for the past three years. His reappointment meets all statutory requirements.


AGM Management Ratification of appointment of Deloitte Haskins & Sells LLP as Auditors. FOR FORThe ratification of Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Re‐appointment of Mr. Shigetoshi Torii as a Whole‐time Director designated as Director (Production)

FOR FORShigetoshi Torii, 58, joined MSIL in 2012. He was appointed as Director (Production) in FY14 for three years. MSIL proposes to extend his tenure by another three years. His proposed remuneration is likely to range between Rs. 34. 3 mn and Rs. 54. 1 mn, which is commensurate with the size and complexity of the business, and comparable to peers.


AGM Management Appointment of Ms. Renu Sud Karnad as an independent Director. FOR FORMs. Renu Sud Karnad, 64, is a graduate in Economics and Law from from University of Delhi and University of Mumbai, respectively. She has been the MD of HDFC Ltd. For the past seven years. She is also on the board of HDFC Ltd. , ABB India Ltd. , HDFC Bank Ltd. And Gruh Finance Ltd.


AGM Management Ratification of remuneration of the cost auditors, M/s R. J. Goel & Co., cost accountants FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

63


AGM Management Adoption of new set of Memorandum and Articles of Association. FOR FOR The revised AoA and MoA are being adopted to comply with the provisions of Companies Act, 2013.

Jul 17 ‐ Sept 17 5‐Sep‐17QUESS CORP LIMITED

CCM Management To considering and, if thought fit, approving, with or without modification the Scheme of Arrangement of Manipal Integrated Services Private Limited

FOR FOR

With this purchase, QCL will sharpen its focus on facility management capabilities in the healthcare and education sectors. The acquisition price of MIS’ demerged businesses is Rs. 6. 5 bn. Initially, as part of the transaction, QCL has purchased Rs. 2. 2 bn compulsorily convertible preference shares of MIS. Subsequently, the remaining Rs. 4. 3 bn of the acquisition will be paid througthe issue of 7. 1 mn equity shares – the dilution for existing shareholders will be 5. 3% of the expanded capital base. The dilution levels are not high. This is not a related party transaction. The company has not provided any meaningful financial information of the two demerged businesses of MIS, pursuant to which fairness of the consideration cannot be fully ascertained. We believe, the company should have sought shareholders’ approval for the proposed scheme of arrangement between MIS and itself, prior to purchasing the CCPS in MIS.

Jul 17 ‐ Sept 17 7‐Sep‐17CAPITAL FIRST LIMITED

Postal Ballot Management To increase the shareholding limit for Registered Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs) upto an aggregate limit of 50% of the paid‐up equity share capital of the Company.

FOR FORIn May 2017, Warburg Pincus sold 25% stake to Domestic and Foreign Institutional Investors. As a result, present shareholding of these FIIs/FPIs/QFIs has crossed 24% limit and is currently ~25. 7%. The proposed increase in limit to 50% of paid‐up share capital will allow foreign investors to acquire further stake.

Jul 17 ‐ Sept 17 7‐Sep‐17CAPITAL FIRST LIMITED

Postal Ballot Management To approve reappointment of Dr. (Mrs.) Brinda Jagirdar (DIN 06979864) as Non‐Executive Independent Director of the Company.

FOR FORDr. (Mrs) Brinda Jagirdar, 64, has over 36 years of experience in banking industry. She is the former Chief Economist of State Bank of India. She was appointed as an Independent Director on 24 September 2014 for three years. Capital First proposes to reappoint her for another term of five years. Her reappointment meets all statutory requirements.

Jul 17 ‐ Sept 17 8‐Sep‐17INDIABULLS HOUSING FINANCE LTD

AGM Management Adoption of the Audited Standalone and Consolidated Financial Statements of the Company as at March 31, 2017and the Reports of the Board of Directors and Auditors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is critical exercise and requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Confirmation of payment of interim dividends, declared on equity shares for the financial yea2016‐17.

FOR FORIndiabulls Housing Finance Ltd. (IBHFL) The total dividend for the year aggregates to Rs. 27. 0 per share, Rs 13. 8 bn (including dividend tax) and the pay‐out ratio is 48. 5%.


AGM Management Re‐appointment of Mr. Ajit Kumar Mittal (DIN: 02698115) a Whole Time Director & Key Managerial Personnel, designated as an Executive Director, who is liable to retire by rotation and, being eligible offers himself for re‐appointment.

FOR FORAjit Kumar Mittal is deputy managing director of the company. His reappointment as director liable to retire by rotation is in line with all statutory requirements.


AGM Management Re‐appointment of Mr. Ashwini Omprakash Kumar (DIN: 03341114) a Whole Time Director & Key Managerial Personnel, designated as Deputy Managing Director, who is liable to retire by rotation and, being eligible offers himself for re‐appointment.

FOR FORAshwini Omprakash Kumar is a wholetime director of the company. His reappointment as director liable to retire by rotation is in line with all statutory requirements.


AGM Management Appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Registration No.: 301003E/E300005), as the Statutory Auditors of the Company for a period of 5 (five) consecutive years and fixing their remuneration.

FOR FORIndiabulls Housing Finance (IBHFL) proposes to appoint S. R. Batliboi & Co LLP as its statutory for five years with a ratification each year. Prior to the appointment, Deloitte Haskins & Sells LLP were the company’s auditors for the past 12 years. The appointment is in line with our Voting Policy and provisions of Section 139 of the Companies Act 2013.


AGM Management Approval for increase in borrowing powers of the Company upto Rs 145,000 Crore. FOR FORThe increase in borrowing limits is to support its business requirement. The company is well capitalized with CAR of 18. 3% as on 31 March 2017. Moreover, the borrowing programs for NBFC’s like IBHFL, are closely monitored by National Housing Board’s (NHB) requirement of maintaining minimum 12% capital adequacy levels.


AGM Management Approval to issue of Non‐Convertible Debentures and/or other hybrid instruments on a private placement basis, within the shareholders’ existing authorization of upto Rs 125,000 Crore.

FOR FORThe issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. IBHFL’s debt instruments are rated ‘CRISIL AA+/Positive/CRISIL A1+’, and ‘ICRA AAA/Stable/ICRA A1+’, these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry low credit risk.


AGM Management Approval for amendment in the Articles of Association of the Company. FOR FOR

SEBI circular CIR/IMD/DF‐1/67/2017 dated 30 June 2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If fresh issuances maturing in a financial year need to be made in excess of the 17 ISINs permitted in that year then prior issue(s) under one or more of the existing ISINs need to be consolidated and reissued. However, to carry out such consolidation and re‐issuance of debt securities, clause (a) of Regulation 20A of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 requires an enabling provision in the AoA. The SEBI circular also stipulates that the enabling provision should be obtained within six months from 30 June 2017. Accordingly, IBHFL seeks shareholder approval to alter in the AoA by insertion of a new article. A copy of the draft AOA is available on the company’s website.


AGM Management

Approval for re‐appointment of Mr. Sameer Gehlaut (DIN: 00060783) as a Whole‐time Director & Key Managerial Personnel and designated as Executive Chairman of the Company, for a further period of five years, with effect from March 19, 2018 and payment of remuneration.

FOR FOR

Sameer Gehlaut was paid a remuneration of Rs 250. 2 mn in FY17. His remuneration has been in this range since FY13. His remuneration for FY18, will be in a similar range and IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis from FY19 onwards, without any performance incentives / link to company performance. The remuneration is largely fixed in nature. The current remuneration is in line with the performance of the company but higher than that paid to peers in the industry. While we support Sameer Gehlaut’s reappointment, the upto 15% year‐on‐year increase for five years, is open ended and we expect the directors to be judicious with the increase.


AGM Management

Approval for re‐appointment of Mr. Gagan Banga (DIN: 00010894) as a Whole‐Time Director & Key Managerial Personnel, designated as Vice‐Chairman, Managing Director & CEO of the Company, for a further period of five years, with effect from March 19, 2018 and payment of remuneration.

FOR FOR

Gagan Banga was paid a remuneration of Rs 133. 5 mn in FY17 (including fair value of ESOPs) up 20% from his remuneration in FY16. IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis without any performance incentives / link to company performance. The remuneration is largely fixed in nature. Further, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company but higher than that paid to peers in the industry. While we support Gagan Banga’s reappointment, the 15% year‐on‐year increase for five years is open‐ended and we expect the board to be judicious with its increase.


AGM Management

Approval for re‐appointment of Mr. Ajit Kumar Mittal (DIN: 02698115) as a Whole‐Time Director & Key Managerial Personnel and designated as Executive Director of the Company, for a further period of five years, with effect from March 19, 2018 and payment of remuneration.

FOR FOR

Ajit Kumar Mittal was paid a remuneration of Rs 28. 1 mn in FY17 (no ESOPs granted in the year) up 20% from his remuneration in FY16. IBHFL proposes an upward revision by 15% over his last drawn remuneration on an annual basis. However, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the board to be judicious with its payouts.


AGM Management

Approval for re‐appointment of Mr. Ashwini Omprakash Kumar (DIN: 03341114) as a Whole‐Time Director & Key Managerial Personnel, designated as Deputy Managing Director of the Company, for a further period of five years, with effect from March 19, 2018 and payment of remuneration.

FOR FOR

Ashwini Omprakash Kumar was paid a remuneration of Rs 57. 0 mn in FY17 (no ESOPs granted in the year) up 25% from his remuneration in FY16. IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis. However, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the board to be judicious with its payouts.


AGM Management Approval for appointment of Mr. Sachin Chaudhary (DIN: 02016992) as a Whole‐time Director & Key Managerial Personnel, designated as Executive Director of the Company, for a period of five years, with effect from October 21, 2016 and payment of remuneration.

FOR FOR

Sachin Chaudhry was paid a remuneration of Rs 27. 9 mn in FY17 (no ESOPs granted in the year) up 20% from his remuneration in FY16. IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis. However, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the board to be judicious with its payouts.

64

Jul 17 ‐ Sept 17 8‐Sep‐17RPP INFRA PROJECTS LIMITED

AGM Management

Receive, consider and adopt:a) the Audited Financial Statement of the Company for the Financial Year ended 31st March, 2017 and the Reports of the Board of Directors’ and Auditors’ thereon; andb) the Audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March, 2017.



AGM Management Declaration of dividend on equity shares for the financial year ended 2016‐17 FOR FOR Since the profitability of the company has increased we vote for dividend


AGM Management Appointment of M/s. Sundaram & Narayanan, Chartered Accountants, as Auditors of the Company.

FOR ABSTAIN We have no background of the auditors involved


AGM Management Re‐appointment of Mr. P Arulsundaram as Chairman and Managing Director. FOR FOR he is the founder and key man of the company and hence vote for


AGM Management Re‐appointment of Mrs. A. Nithya as whole‐time Director and Chief Financial Officer. FOR FOR She has been on board for some time now and plays a key role in the function of the company


AGM Management Appointment of Mr. K. Rangasamy as Independent Director. FOR ABSTAIN We have no background of the person involved


AGM Management Appointment of Mr. P. R. Sundararajan as Independent Director. FOR ABSTAIN We have no background of the person involved


AGM Management Appointment of Mr. K. Ravi as Independent Director. FOR ABSTAIN We have no background of the person involved


AGM Management Ratification of remuneration to cost auditor. FOR ABSTAIN We have no background of the matter involved


AGM Management Approval for entering into Related Party Transaction. FOR ABSTAIN We have no background of the matter involved

Jul 17 ‐ Sept 17 8‐Sep‐17YES BANK LIMITED

Postal Ballot Management Sub‐division of 1 (one) Equity Share of face value of Rs 10/‐ each fully paid up into 5 (five) Equity Shares of Rs 2/‐ each fully paid up

FOR FORIn order to improve the liquidity of the company’s shares in the stock market and to make the shares affordable to small investors, the company seeks shareholder approval for the sub‐division of its equity shares from face value of Rs. 10. 0 per share to two shares of face value of Rs. 2. 0 per share.

Jul 17 ‐ Sept 17 8‐Sep‐17YES BANK LIMITED

Postal Ballot Management Alteration of Capital Clause of Memorandum of Association FOR FORThe proposed sub‐division of equity shares requires amendment to the existing Clause V of the MoA of the company. While the amount of the authorised capital will remain the same, the number of authorised shares will increase due to the stock split.

Jul 17 ‐ Sept 17 11‐Sep‐17

ADVANCED ENZYME TECHNOLOGIES LIMITED

AGM Management

To receive, consider and adopt:(a) the Audited Financial Statements (Standalone) of the Company for the financial year ended March 31, 2017 together with the Auditors’report thereon and the Directors’ report.(b) the Audited Financial Statements (Consolidated) of the Company for the financial year ended March 31, 2017 together with the Auditors’ report thereon


Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To declare Dividend. FOR FOR

The total dividend outflow including dividend tax for FY17 is Rs. 53. 7 mn. The dividend payout ratio for FY17 is 16. 0%. SEBI has made it mandatory for the top 500 listed companies to formulate and disclose a ‘dividend distribution policy’. Advanced Enzymes Technologies Limited (AETL) is a constituent of S&P BSE 500 and should have a dividend policy accessible to shareholders.

Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To appoint a director in place of Mr. Vasant L. Rathi (DIN : 001233447) who retires by rotation and being eligible, offer himself for reappointment.

FOR AGAINSTVasant Rathi belongs to the promoter group and is the Non‐Executive Chairperson. He attended 14% of the board meetings held in FY17 and 40% of the board meetings held over a two‐year period. We expect directors to take their responsibilities seriously and attend all meetings.

Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To ratify the appointment of M/s. BSR & Co LLP, Chartered Accountants to hold office from conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and authorize the Board of Directors to fix their remuneration

FOR FORB S R & Co LLP were appointed for a period of 5 years in the company’s FY16 AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To approve Related Party Transaction with Advanced Bio‐Agro Tech Limited FOR FORAETL markets its enzyme‐based products for animal nutrition and feed through Advanced Bio‐Agro Tech Limited. In FY17, the value of transactions with Advanced Bio‐Agro Tech Limited was Rs. 233. 3 mn. While the quantum of the proposed limit is high (21. 0% of FY17 sales), the proposed transactions are in the ordinary course of business and will be conducted at arm’s length.

Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To approve Related Party Transaction with JC Biotech Private Limited FOR FOR

AETL markets its enzyme‐based products for pharma sector through JC Biotech Private Limited, which has a dominant share of the Indian API Serratiopeptidase (an anti‐inflammatory enzyme) market. In FY17, the value of transactions with JC Biotech Ltd was Rs. 138. 5 mn. While the quantum of proposed transactions is high (24. 0% of FY17 sales), they are in the ordinary course of business and will be conducted at arm’s length.

Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To approve appointment of Mr. Pramod Kasat (DIN : 00819790) as Director of the Company. FOR FORPramod Kasat is the Country Head of Investment Banking at IndusInd Bank. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To approve re‐appointment of Mr. Mukund Kabra (DIN : 00148294) as Whole‐time Director of the Company

FOR FOR

Mukund Kabra has been associated with the company since 1995. The reappointment of Mukund Kabra as Whole‐Time Director is in line with the statutory requirements. The proposed remuneration of Rs. 16. 1 mn is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration (Rs. 14. 8 mn) to median remuneration was 34. 8x. The company has not given a cap in absolute terms on the commission payable. He has attended 71% of the board meetings held in FY17 and 80% of the board meetings held over a two‐year period. We expect directors to take their responsibilities seriously and attend all meetings.

Jul 17 ‐ Sept 17 11‐Sep‐17


AGM Management To fix the fees for service of documents through a particular mode. FOR AGAINSTThe company seeks shareholder’s approval to charge in advance an amount equivalent to the actual expenses of documents for delivery of a document requested by them through a particular mode. However, given the nature of the charge, this might become a deterrent for shareholders to seek information.

Jul 17 ‐ Sept 17 12‐Sep‐17TECHNO ELECTRIC AND ENGINEERING

AGM Management Adoption of Balance Sheet, Statement of Profit & Loss, Report of Auditors and Board of Directors for the year ended31st March, 2017.


65


AGM Management Re‐Appointment of Mr. Ankit Saraiya as Director who is retiring by rotation. FOR FOR Ankit Saraiya (DIN: 02771647) belongs to the promoter family. His reappointment is in line with all statutory requirements.


AGM Management Appointment of M/s. Singhi & Co. Chartered Accountants, Auditors. FOR FOR Singhi & Co will replace SS Kothari & Co as statutory auditors. Their appointment is in line with all statutory requirements.


AGM Management Appointment of Dr. Rajendra Prasad Singh as Independent Director of the Company. FOR FORDr. Rajendra Prasad Singh (DIN: 00004812) is the former Chairperson and Managing Director of Power Grid Corporation of India. His appointment is in line with all statutory requirements. Since his appointment, Dr. Rajendra Prasad Singh has attended 50% of the board meetings: we expect directors to take their responsibilities seriously and attend all meetings.

Jul 17 ‐ Sept 17 13‐Sep‐17HINDALCO INDUSTRIES LIMITED

AGM Management Adoption of the Audited financial statements (including Audited Consolidated Financial Statements) for the financial year ended 31st March, 2017, the Reports of Directors’ and Auditors’ thereon.



AGM Management Declaration of Dividend FOR FORThe dividend in FY17 has increased to Rs. 1. 1 from Rs. 1. 0 in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 2. 9 bn, and the dividend payout ratio is 18. 9%.


AGM Management Re‐appointment of Mr. A.K. Agarwala, Director retiring by rotation. FOR FORAK Agarwala, 84, is a former Executive Director of Hindalco. He has been on the board for the past 19 years. His reappointment meets all statutory requirements.


AGM Management Appointment of Statutory Auditors viz. M/s. Price Waterhouse & Co. Chartered Accountants LLP

FOR FORPrice Waterhouse & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Ratification of the remuneration of the Cost Auditors viz. M/s Nanabhoy & Co. for the financial year ending 31st March, 2018.



AGM Management Approval for offer or invitation to subscribe to Non‐Convertible Debentures on a private placement basis


Jul 17 ‐ Sept 17 14‐Sep‐17

SINTEX PLASTICS TECHNOLOGY LIMITED

AGM Management To Consider and adopt Audited financial statement, the Reports of the Board of Directors and the Auditors and Audited Consolidated Financial Statements of the Company.


Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management Re‐Appointment of Mr. Rahul A. Patel, liable to retire by rotation and being eligible, offers himself for re‐appointment.

FOR FOR Rahul A. Patel, 57, is promoter director. His reappointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management To appoint Auditors and to fix their remuneration FOR FORR. Choudhary & Associates’ appointment is in line with our voting policy and also complies with Section 139 of the Companies Act 2013. As a best practice, the company must provide a brief profile of the audit firm, its partners and their relevant experiencat the time of appointment.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management Appointment of Mr. Pravin Kanubhai Laheri as an Independent Director of the Company. FOR FORPravin Kanubhai Laheri, 72, has over 45 years of experience in public sector undertakings. His appointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management Appointment of Mr. Desh Raj Dogra as an Independent Director of the Company. FOR FORDesh Raj Dogra, 63, has over 38 years of experience in financial sector and credit administration. His appointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management Appointment of Dr. Gauri S. Trivedi as an Independent Director of the Company FOR FORDr. Gauri S. Trivedi, 57, has held several administrative posts in Karnataka, such as Assistant Commissioner, Joint Director (Commerce and Industry), Deputy Commissioner (Excise). Her appointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management Appointment of Mr. Sandeep Singhi as Independent Director of the Company FOR FOR Sandeep M. Singhi, 51, has 27 years of Legal experience. His appointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management Appointment of Mr. Kirit C. Shah as an Independent Director of the Company. FOR FOR Kirit C. Shah, 81, has over 50 years of experience. His appointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management Appointment of Ms. Namita R. Shah as an Independent Director of the Company. FOR FOR Her appointment is in line with all the statutory requirements.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management To consider and determine the fees for delivery of any document through a particular mode of delivery to a member.

FOR AGAINSTThe company seeks shareholder’s approval to charge fee in advance (Rs. 250 per document over and above estimated actual expenses) for delivery of a document requested by them through a particular mode. However, given the nature of the charge, this might become a deterrent for shareholders to seek information.

Jul 17 ‐ Sept 17 14‐Sep‐17


AGM Management To consider and decide place of maintaining and keeping Register of Members & others at place other than the Registered Office of the Company.

FOR FOR

For administrative convenience, the company proposes that the Register and the Index of Members, the Register and the Index of Debenture holders and other security holders, and copies of the Annual Return be kept at the office of the Company’s Registrar & Share Transfer Agent ‐M/s. Link Intime India Pvt. Ltd. At 247 Park, C 101 1st Floor, LBS Marg, Vikhroli (W), Mumbai – 400 083.

Jul 17 ‐ Sept 17 15‐Sep‐17

HINDUSTAN PETROLEUM CORPORATION LIMITED

AGM Management To receive, consider and adopt the Audited Financial Statement of the Corporation for the Financial Year ended March 31, 2017 and Reports of the Board of Directors and Auditors thereon.


Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management To confirm Interim Equity Dividends declared during Financial Year 2016‐2017 and to approveFinal Equity Dividend for the Financial Year 2016‐2017

FOR FOR The total outflow on account of dividend is Rs. 36. 7 bn. The dividend payout is 59. 1% v/s 37. 8% in the previous year.

66

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management To appoint a Director in place of Shri Sandeep Poundrik (DIN01865958), who retires by rotation and being eligible, offers himself for reappointment.

FOR FORSandeep Poundrik (DIN: 01865958) is Joint Secretary (Refineries) of the Ministry of Petroleum & Natural Gas. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management To appoint a Director in place of Shri J. Ramaswamy (DIN06627920), who retires by rotation and being eligible, offers himself for reappointment.

FOR FOR J Ramaswamy (DIN: 06627920) is the Wholetime Director (Finance). His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Appointment of Shri S. Jeyakrishnan (DIN07234397) as Director of the Corporation. FOR FOR

S Jeyakrishnan is associated with the company since 1981 and has experience in marketing. S Jeyakrishnan was appointed on the board on 1 November 2016 and was paid Rs. 1. 7 mn for his five months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Appointment of Shri Vinod S. Shenoy (DIN07632981) as Director of the Corporation. FOR FOR

Vinod S Shenoy is a Bachelor in Chemical Engineering from IIT Bombay. He is associated with the company since 1985. He was appointed on the board on 1 November 2016 and was paid Rs. 1. 6 mn for his five months of service each in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Appointment of Smt. Asifa Khan (DIN07730681) as an Independent Director of the Corporation.

FOR FORMs. Asifa Khan has experience in print and electronic media journalism, representation and analysis. Her appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Appointment of Shri G.V. Krishna (DIN01640784) as an Independent Director of the Corporation.

FOR FOR GV Krishna is a Chartered Accountant. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Appointment of Dr. Trilok Nath Singh (DIN07767209) as an Independent Director of the Corporation.

FOR FOR Dr. Trilok Nath Singh is Chair Professor at IIT, Mumbai. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Payment of Remuneration to Cost Auditors for Financial Year 2017‐2018 FOR FORThe company has appointed ABK & Associates and Dhananjay V Joshi & Associates as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Approval for Material Related Party Transactions FOR FOR

HMEL is a joint venture of HPCL (48. 9%) and Mittal Energy Investments Pte. Ltd (MEI), Singapore (51. 1%). The company proposes purchase and sale of petroleum products, employee deputation, infrastructure charges etc. From HMEL during FY18 and FY19. The value of these transactions is likely to be Rs. 454. 5 bn and Rs. 487. 8 bn in FY18 and FY19 respectively. The transactions are in the ordinary course of business and at arm’s length.

Jul 17 ‐ Sept 17 15‐Sep‐17


AGM Management Borrowing of Funds upto Rs 6000 crores through issue of Debentures / Bonds etc FOR FORThe proposed issuance will be carved out of the company’s borrowing limit of Rs. 300 bn approved by shareholders in August 2014.

Jul 17 ‐ Sept 17 18‐Sep‐17TEAMLEASE SERVICES

Postal Ballot Management Alteration (Variation/Deviation) in the objects of Initial Public Offer (IPO) for which amount was raised

FOR FOR

The company raised Rs. 1,500. 0 mn (through IPO in 2016) of which Rs. 490. 9 mn remains unspent out the funds allocated for working capital, IT Infrastructure and General Corporate. TSL is confident of managing its working capital requirements and spending on IT Infrastructure from its internal accruals and proposes to utilize the balance 490. 9 mn for acquisitions and strategic business initiatives. TSL has been successful in improving operational margins through acquisitions in the past, so utilization of unutilized IPO proceeds for future acquisitions is a productive use of the unspent IPO proceeds.

Jul 17 ‐ Sept 17 18‐Sep‐17VMART RETAIL LTD

AGM Management Adoption of Audited Financial Statements of the Company for the financial year ended 31st March, 2017 along with the Reports of the Auditors and Board thereon.



AGM Management Declare dividend at the rate of Rs 1.25/‐ per equity share for the financial year 2016‐17. FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 27. 2 mn. The dividend payout ratio for FY17 was 6. 9%.


AGM Management Appointment of a Director in place of Mr. Lalit Agarwal (DIN – 00900900), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORLalit Agarwal (DIN: 00900900) is part of the promoter group and the CMD. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Re‐Appointment of Statutory Auditors and to fix their remuneration. FOR FOR

Walker Chandiok & Co. LLP have been auditors for the past nine years. The legitimacy of the proposed tenure of one year is open to interpretation – while generally the required term is for five years, based on a different interpretation, reappointment for shorter term may be permitted to limit the total tenure of the audit firm to 10 years. Given that the overall tenure does not exceed 10 years, the reappointment is in line with our voting policy. Shareholders must however engage with the board to confirm the legal validity of the proposal.


AGM Management Re‐Appointment of Mr. Lalit Agarwal, (DIN – 00900900) as Chairman and Managing Director of the Company for the period of 5 years and Revision/variation in his remuneration.

FOR FORHis estimated pay of Rs. 22. 3 mn is in line with peers and commensurate with the size and scale of operations. To provide more clarity to shareholders on the final remuneration, the company could have capped the commission payable to him.


AGM Management Re‐Appointment of Mr. Madan Gopal Agarwal, (DIN ‐ 02249947) as Whole‐time Director of the Company for the period of 5 years and Revision/variation in his remuneration.

FOR FORHis estimated pay of Rs. 5. 9 mn is in line with peers and commensurate with the size and scale of operations. To provide more clarity to shareholders on the final remuneration, the company could have capped the commission payable to him.


AGM Management Increase in total number of ESOP options under existing ESOP scheme of the Company. FOR FOR

In the past five years, the company has utilized 88% of its current approved limit of stock options. It needs additional headroom to continue granting options under the scheme. The exercise price of the new options will be decided by the board. To minimize the cost impact, we generally encourage stock options to be granted at market price – but in this case, based on past trends, the estimated cost impact is moderate at ~3%. Further, the company should have disclosed a clear exercise price to shareholders.

Jul 17 ‐ Sept 17 18‐Sep‐17WHIRLPOOL OF INDIA LTD

AGM Management Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors andAuditors for the financial year ended March 31, 2017.



AGM Management Declaration of final dividend for the financial year ended March 31, 2017. FOR FOR The total dividend outflow including dividend tax for FY17 is Rs. 0. 5 bn. The dividend payout ratio is 14. 8%.


AGM Management Re‐appointment of Mr. Anil Berera, as Director who retires by rotation. FOR FORAnil Berera is Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.


AGM Management Appointment of M/s MZSK & Associates (Firm Registration Number: 105047W), Chartered Accountants, as Auditors from the conclusion of 56th AGM until the conclusion of the 61st AGM.

FOR FORMZSK & Associates’ appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.

67


AGM Management Ratification of remuneration of M/s R. J. Goel & Co., Cost accountants (Firm Registration No. 000026) as Cost auditors for FY 2017‐18

FOR FOR The total remuneration proposed is reasonable compared to the size and scale of the company’s operations

Jul 17 ‐ Sept 17 19‐Sep‐17POWER GRID CORP OF INDIA LTD

AGM Management To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2017, the Reports of the Board of Directors and Auditors thereon.



AGM Management To note the payment of Interim Dividend and declare Final Dividend for the Financial Year 2016‐17.

FOR FOR The total outflow on account of dividend is Rs. 27. 4 bn. The dividend payout ratio is 36. 4% v/s 24. 1% in the previous year.


AGM Management To appoint a Director in place of Shri Ravi P. Singh (DIN: 05240974), who retires by rotation and being eligible, offers herself for re‐appointment.

FOR FOR Ravi P Singh (DIN:05240974) is the Wholetime Director (Personnel). His reappointment is in line with all statutory requirements.


AGM Management To fix the remuneration of the Statutory Auditors for the Financial Year 2017‐18. FOR FOR

The Comptroller & Auditor General of India (C&AG) has appointed SK Mittal & Co, RG. N. Price & Co, Kothari & Co and Parakh & Co. As statutory auditors for FY18. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 9 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.


AGM Management Appointment of Shri K. Sreekant (DIN: 06615674) as a Director liable to retire by rotation. FOR FOR

K Sreekant has over three decades of experience in the power sector in fields including accounting, long term financial planning, investment appraisals, formulation of capital budgets, resource mobilization and corporate accounts. He was appointed on the board on 16 August 2016 and was paid Rs. 1. 9 mn for his six months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. The company has clarified that the term of an executive director in the public‐sector enterprise five years, or, until the age of superannuation (i. E. 60 years), or, as per the orders from the respective ministries, whichever lower. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.


AGM Management Appointment of Shri Prabhakar Singh (DIN: 01391766) as a Director liable to retire by rotation.

FOR FOR

Prabhakar Singh has experience of over 38 years in companies including MPSEB, NTPC, Power Grid and Jaypee Powergrid Ltd (a joint venture of JP Power Ventures Limited and POWERGRID) as Director Projects. He was appointed on the board on 8 February 2017 and was paid Rs. 1. 1 mn for his two months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. The company has clarified that the term of an executive director in the public‐sector enterprise five years, or, until the age of superannuation (i. E. 60 years), or, as per the orders from the respective ministries, whichever lower. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.


AGM Management Appointment of Shri Tse Ten Dorji (DIN: 03469466) as an Independent Director. FOR FORTse Dorji (DIN:03469466) a retired civil servant and has been an former IAS officer. His reappointment is in line with all statutory requirements.


AGM Management Appointment of Ms. Jyotika Kalra (DIN: 07179640) as an Independent Director for the period ‐16th February, 2017 to 6th April, 2017.

FOR FORMs. Jyotika Kalra was appointed as Independent Director for three years with effect from 16 February 2017. She resigned on 6 April 2017 as she was appointed as the member of the National Human Rights Commission.


AGM Management Ratification of remuneration of the Cost Auditors for the Financial Year 2017‐18. FOR FOR The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.


AGM Management 10. Enhancement of borrowings from Rs 1,50,000 crore to Rs 1,80,000 crore FOR FOR

The company’s outstanding consolidated debt of Rs. 1,189 bn is 2. 4x the networth and 5. 1x the EBIDTA as on 31 March 2017. The company’s bank loans are rated CRISIL AAA/Stable/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The company would need to create a charge on its assets to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt.


AGM Management

To raise funds up to Rs 20,000 crore, from domestic market through issue of secured / unsecured, non‐convertible, noncumulative/ cumulative, redeemable, taxable / tax‐free Debentures/Bonds under Private Placement during the Financial year 2018‐19 in upto twenty tranches/offers.

FOR FOR The proposed issuance will be carved out of the company’s borrowing limit.


AGM Management To alter the object clause of the Memorandum of Association of the Company in line with the provisions of Companies Act, 2013.

FOR FORWith the coming into force of the Companies Act, 2013, some provisions of the existing Memorandum of Association (AoA) of the Company require alteration or deletion. Accordingly, the company has proposed modifications to its MoA. The proposed changes are available in the notice. As a good practice, we expect companies to upload their charter documents on their website.


AGM Management To alter the Articles of Association of the Company in line with the provisions of Companies Act, 2013.

FOR FORWith the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the company has proposed modifications to its AoA. The proposed changes are available in the notice. As a good practice, we expect companies to upload their charter documents on their website.

Jul 17 ‐ Sept 17 20‐Sep‐17DALMIA BHARAT LTD

AGM Management To consider and adopt the audited financial statements including consolidated financial statements of the Company for the financial year ended March 31, 2017, the Reports of the Board of Directors and Auditors thereon.



AGM Management To declare a dividend. FOR FORThe total dividend for FY17 is Rs. 2. 2/‐ per share and the total dividend outflow (including dividend tax for FY17) is Rs. 0. 2 bn, while the dividend payout ratio is 37. 2%.


AGM Management To appoint a Director in place of Jayesh Nagindas Doshi, who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FOR Jayesh Nagindas Doshi is Chief Financial Officer. His reappointment is in line with all statutory requirements.


AGM Management To fix the remuneration of the Statutory Auditors. FOR FORS. S. Kothari Mehta & Co. Were appointed in 2011. Their reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management To appoint Mr. Jayesh Nagindas Doshi (DIN: 00017963), as a Whole Time Director of the Company.

FOR FOROn account of a strong performance in FY17, the company proposes to pay a one‐time bonus aggregating Rs. 23 mn to its CFO, Jayesh Doshi. Including this bonus, and the Rs. 10 mn perquisite value of the stock options he has exercised during the year, his FY17 remuneration aggregates Rs. 59. 4, which is comparable to peers.


AGM Management To appoint Mr. Jai Hari Dalmia (DIN: 00009717), as a Managing Director of the Company. FOR FOR

Jai Dalmia is promoter director. His proposed remuneration is estimated at Rs. 53. 3 mn, assuming he continues to not receive any variable pay or commission. While this is significantly higher than the Rs. 19. 5mn paid to him in FY17 (14. 3x the median employee remuneration), it remains comparable to peers (given the size of the company). The company must consider using variable pay to reward for company performance rather than focus solely on increasing fixed pay. In addition, he is the Vice Chairperson and Managing Director in Dalmia Bharat Sugar & Industries Limited (group company; listed). We do not encourage directors to hold an executive position in more than one company. Although holding two executive directorships is allowed under the Companies Act 2013, we expect him to step down as an Executive Director from one of the two companies. He received a remuneration of Rs. 85 mn from Dalmia Bharat Sugar in FY17.

68


AGM Management To appoint Mr. Yadu Hari Dalmia (DIN: 00009800), as a Managing Director of the Company. FOR FOR

Yadu Dalmia is promoter director. His proposed remuneration is estimated at Rs. 80. 2 mn. While this is significantly higher than the Rs. 23. 1 mn paid to him in FY17 (17x the median employee remuneration and 4% decrease over last year’s remuneration), it remains comparable to peers (given the size of the company). While his previous terms included a commission of up to 3% on net profits, he was not paid any in FY17. Further, his proposed terms include a commission which will be decided by the board. We expect the company will remain prudent while finalizing his remuneration and that it will remain commensurate with size and performance in future.

Jul 17 ‐ Sept 17 20‐Sep‐17MUTHOOT FINANCE LIMITED

AGM Management To adopt Financial result for the year ended 31st March,2017 FOR ABSTAINWe believe that a comprehensive review of the financials of a company is critical exercise and requires first‐hand information and proper due diligence. We do not provide voting recommendations on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting.


AGM Management To appoint Mr. George Jacob Muthoot, who retires by rotation and being eligible, offers himself for re‐appointment

FOR FORGeorge Jacob Muthoot is a part of the promoter family and Joint Managing Director. He retires by rotation and his reappointment is in line with all statutory requirements.


AGM Management To appoint Mr. Alexander Muthoot George, who retires by rotation and being eligible, offers himself for re‐appointment

FOR FORAlexander Muthoot George is an Executive Director of the company. He retires by rotation and his reappointment is in line with all statutory requirements.


AGM Management To appoint M/s Vama & Vama, Chartered Accountants as Statutory Auditors of the Company and fixing their remuneration

FOR FORThe Company proposes to appoint Varma & Varma as statutory auditors for five years subject to annual ratification. The appointment is in line with Section 139 of the Companies Act 2013, under which, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years).


AGM Management To approve offer invitation to subscribe to Non‐convertible Debentures on Private placement basis

FOR FOR

Although the quantum of debt to be raised has not been disclosed, the NCDs will be within the overall borrowing limit of the company of Rs 500 bn. MFin’s Non‐Convertible Debentures‐ Long term and Commercial paper & Non ‐ convertible Debentures‐ Short Term are rated CRISIL AA/Stable/CRISIL A1+: these ratings denote a high degree of safety with respect to timely servicing ofinancial obligations. These instruments carry low credit risk.


AGM Management To re‐appoint Ms. Pamela Anna Mathew as Independent Director FOR AGAINSTPamela Anna Mathew is Managing Director of O/E/N India Ltd. She has attended 4/7 or 57% of the board meetings in FY17 and 10/14 or 71% of the board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all meetings. There is a minimum threshold of 75% attendance of board meetings over a 3‐year period.


AGM Management To appoint Mr. Jose Mathew as Independent Director FOR FORJose Mathew is a Chartered Accountant by profession and is also an entrepreneur in the field of Tourism. He is former General Manager of Kerala State Industrial Enterprises and Managing Director of Kerala State Drugs and Pharmaceuticals Ltd. His appointment is in line with all statutory requirements.


AGM Management To appoint justice (Retd.) Jacob Benjamin Koshy as Independent Director FOR FORJacob Benjamin Koshy is retired Chief Justice of Patna High Court. He also served as the acting Chief Justice of High Court of Kerala. His appointment is in line with all statutory requirements.


AGM Management To appoint Mr. Pratip Chaudhuri as Independent Director FOR FOR Pratip Chaudhuri is the former Chairman of State Bank of India. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Adoption of audited standalone financial statements and consolidated financial statement of the Company for the year ended March 31, 2017, the reports of the Board of Directors and Auditors thereon.


Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Confirmation of payment of interim dividend and to declare final dividend for the year 2016‐17.

FOR FOR The total outflow on account of dividend is Rs. 47. 4 bn. The dividend payout ratio is 50. 5% v/s 32. 4% in the previous year.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Re‐appointment of Shri K.K. Sharma (DIN: 03014947), who retires by rotation. FOR FOR KK Sharma (DIN: 03014947) is the Wholetime Director (Operations). His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Fixation of remuneration of Statutory Auditors FOR FOR

The Comptroller & Auditor General of India (C&AG) has appointed TR Chadha & Co, PSD & Associates, Sagar & Associates, Kalani & Co, PA & Associates, SK Kapoor & Co and BM Chatrath & Co as statutory auditors for FY18. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 17. 5 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Appointment of Shri Saptarshi Roy (DIN: 03584600), as Director (Human Resources). FOR FOR

Saptarshi Roy is associated with the company for over 35 years. He has held several leadership positions including being a regional Executive Director (North and Eastern Region) and Executive Director (Corporate Planning). He was appointed on the board on 1 November 2016 and was paid Rs. 1. 4 mn for his five months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Appointment of Shri Anand Kumar Gupta (DIN: 07269906), as Director (Commercial). FOR FOR

Anand Kumar Gupta is associated with the company for 37 years. He has experience in engineering and design of power projects, plant operations, maintenance and marketing and business development. He was appointed on the board on 3 February 2017 and was paid Rs. 0. 6 mn for his two months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Ratification of remuneration of the Cost Auditors for the financial year 2017‐18. FOR FOR The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Raising of funds upto Rs 15,000 Crore through issue of Bonds/Debentures on Private Placement basis.

FOR FORThe proposed issuance will be carved out of the company’s borrowing limit of Rs. 1,500 bn approved by shareholders in September 2014.

Jul 17 ‐ Sept 17 20‐Sep‐17 NTPC LIMITED AGM Management Amending Articles of Association of the Company to insert provision regarding Consolidation and re‐issuance of debt Securities.

FOR FORIn order to reissue and consolidate its debt securities, the company is required to take an enabling provision as per the recent SEBI circular. NTPC has raised funds through issuance of debt securities including debentures to finance its ongoing capital expenditure. The proposal seeks approval to comply with SEBI’s requirement.

Jul 17 ‐ Sept 17 20‐Sep‐17

POWER FINANCE CORPORATION LIMITED

AGM Management To receive, consider and adopt the audited financial statements including consolidated financial statements of the Company for the financial year ended March 31, 2017, the Reports of the Board of Directors and Auditors thereon.

FOR ABSTAIN

We believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not provide voting recommendations on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provides analysis of critical ratios.

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management To confirm interim dividend as total dividend for the financial year 2016‐17. FOR FORThe total dividend for FY17 is Rs. 5. 0 per share (face value of Rs. 10. 0 each) and the pay‐out ratio is 74. 7% (36. 1% in FY16). During FY17, PFC allotted 1. 3 bn bonus equity shares to the existing equity shareholders in the ratio of 1:1.

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management To appoint a Director in place of Shri Arun Kumar Verma (DIN:02190047), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORArun Kumar Verma is a nominee of the Ministry of Power, Government of India. His reappointment is in line with all statutory requirements.

69

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management To fix the remuneration of the Statutory Auditors. FOR FOR

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. M. K. Aggarwal & Co. (tenure of two years) and K. B. Chandna (tenure of four years) jointly audited the financial statements in FY17. The C&AG has appointed M. K. Aggarwal & Co. And Gandhi Minocha & Co. As its joint statutory auditors for FY18. The company seeks approval to empower its board of directors to fix their remuneration for auditing the financial statements for FY18.

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management To appoint Shri Rajeev Sharma (DIN: 00973413), as Director of the Company. FOR FOR

Rajeev Sharma, joined the board on 1 October 2016 as Chairman and Managing Director and was paid Rs. 2. 7 mn for his ~6 months of service during FY17. Although compensation levels in Public Sector Enterprises are not an area of concern, as a good practice the company should have disclosed the proposed appointment terms including remuneration, to its shareholders through the AGM notice.

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management To appoint Shri Chinmoy Gangopadhyay (DIN: 02271398), as Director of the Company. FOR FOR

Chinmoy Gangopadhyay joined the board on 1 January 2017 as Director (Projects) and was paid Rs. 1. 1 mn for his ~ 3 months of service during FY17. Although compensation levels in Public Sector Enterprises are not an area of concern, as a good practice the company should have disclosed the proposed appointment terms including remuneration, to its shareholders through the AGM notice.

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management To appoint Shri Sitaram Pareek (DIN: 00165036), as Director of the Company. FOR FORSitaram Pareek is a Chartered Accountant since 1975. He is the founder partner of Sarda & Pareek, Chartered Accountants, Mumbai. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management To appoint Shri Naveen Bhushan Gupta (DIN : 00530741), as Director of the Company. FOR FOR

N. B. Gupta joined PFC in September 2005 and was ED Finance prior to appointment as Director Finance. He was appointed on the board in August 2017. Although compensation levels in Public Sector Enterprises are not an area of concern, as a good practice the company should have disclosed the proposed appointment terms including remuneration, to its shareholders through the AGM notice.

Jul 17 ‐ Sept 17 20‐Sep‐17


AGM Management Raise funds upto Rs 65,000 crore through issue of bonds/Debentures/notes/debt securities onPrivate Placement basis.

FOR FORThe issuance will be carved out of the company’s overall borrowing limits. The company has a credit rating of CRISIL AAA/Stable/CRISIL A1+, which denotes highest

Jul 17 ‐ Sept 17 21‐Sep‐17RURAL ELECTRIFICATION CORP LTD

AGM Management To receive, consider, approve and adopt the audited standalone & consolidated financial statements of the Company for the financial year ended March 31, 2017 along with the Reports of the Board of Directors and Auditors thereon.



AGM Management To confirm the payment of Interim Dividend and declare Final Dividend on equity shares of the Company for the financial year 2016‐17.

FOR FORThe total dividend for FY17 is Rs. 9. 65/‐ per share, while it was Rs. 8. 55/‐ in FY16 (adjusted for bonus issue). The total dividend outflow (including dividend tax for FY17) is Rs. 22. 9 bn and the dividend payout ratio is 36. 7%.


AGM Management To appoint a Director in place of Dr. Arun Kumar Verma (DIN: 02190047), who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORDr. Arun Kumar Verma, 58, is a nominee of Ministry of Power, Government of India. His reappointment meets all statutory requirements.


AGM Management To fix the remuneration of Statutory Auditors for the financial year 2017‐18. FOR FORThe joint statutory auditors of REC are appointed by the Comptroller and Auditor General of India (C&AG). The total remuneration is expected to be reasonable.


AGM Management Approval for Related Party Transactions proposed to be entered by the Company. FOR FOR

REC proposes to make transactions with EESL or any other associate company for the sale/purchase of goods or materials or property, leasing of property of any kind, availing or rendering of services including financial assistance, appointment of manpower, support and other services during FY18 not exceeding 2% of the company’s turnover in FY17, i. E. Upto Rs. 4. 9 bn. While the resolution proposes transactions with other associate companies as well, the company currently does not have any associates apart from EESL. We highlight ‘transparency risk’ to the proposal, as it is unclear which other associate companies have been referred to. However, given it is a PSU and the nature of business, we do not expect any significant risks in the proposed related party transactions.


AGM Management Approval for Private Placement of securities. FOR FOR The NCDs will be issued within the overall borrowing limit.

Jul 17 ‐ Sept 17 22‐Sep‐17 HEG LTD AGM Management

To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2017, the Reports of the Board of Directors and Auditors thereon andAudited Consolidated Financial Statements of the Company for the Financial Yearended 31st March, 2017 and the Report of Auditors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios

Jul 17 ‐ Sept 17 22‐Sep‐17 HEG LTD AGM Management Re‐appointment of Shri Shekhar Agarwal, who retires by rotation and being eligible offers himself for re‐appointment.

FOR FORShekhar Agarwal (DIN: 00066113) is the Vice Chairperson of the company. His reappointment is in line with all statutory requirements. Shekhar Agarwal did not attend the company’s 2016 AGM and attended 75% of the board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings and general meetings.

Jul 17 ‐ Sept 17 22‐Sep‐17 HEG LTD AGM Management Appointment of M/s. S.C. Vasudeva & Co., Chartered Accountants, as Statutory Auditors and fixing their remuneration.

FOR FORSC Vasudeva & Co will replace Doogar & Associates and SS Kothari Mehta & Co as statutory auditors. The appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 22‐Sep‐17 HEG LTD AGM Management To consider and approve the issue of Redeemable Non‐Convertible Debentures on private placement basis for an amount not exceeding ?200 crores in one or more tranches.

FOR FORProceeds from the issuance will be utilized for financing capital expenditure, working capital requirements and refinancing of existing loans. The issuance will be within the borrowing limit of the company. The outstanding ratings on the company’s debt programmes are IND A/Stable / IND A1.

Jul 17 ‐ Sept 17 22‐Sep‐17 HEG LTD AGM Management Ratification of the remuneration payable to M/s. N.D. Birla & Co., Cost Auditors of the Company for the Financial Year 2017‐18.

FOR FOR The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations

Jul 17 ‐ Sept 17 22‐Sep‐17 NMDC LTD AGM Management To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31st March2017 and the reports of the Board of Directors' and Auditors' thereon.


Jul 17 ‐ Sept 17 22‐Sep‐17 NMDC LTD AGM Management To confirm the payment of first Interim dividend of Rs.4.15 ps per Equity Share and to declare final divided of Re. 1.00 per Equity Share of Re.1.00 each for the financial year 2016‐17.

FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 19. 6 bn. The dividend payout ratio for FY17 was 75. 7%.

Jul 17 ‐ Sept 17 22‐Sep‐17 NMDC LTD AGM Management To appoint a Director in place of Shri Devinder Singh Ahluwalia (DIN:02164448), who retires by rotation and being eligible, offers himself for reappointment as Director (Finance) of the Company.

FOR FORDevinder Singh Ahluwalia (DIN: 02164448) is Director ‐ Finance in NMDC. He retires by rotation and his reappointment is in line with the statutory requirements.

Jul 17 ‐ Sept 17 22‐Sep‐17 NMDC LTD AGM Management To appoint a Director in place of Dr. Narendra K Nanda, (DIN: 02455894),who retires by rotation and being eligible, offers himself for re‐appointmentas Director (Technical) of the Company.

FOR FORNarendra K Nanda (DIN: 02455894) is Director ‐ Technical in NMDC. He retires by rotation and his reappointment is in line with the statutory requirements.

70

Jul 17 ‐ Sept 17 22‐Sep‐17 NMDC LTD AGM Management

To fix remuneration of Statutory Auditors for the financial year 2017‐18In terms of the Section 142 of the Companies Act, 2013, the remuneration of Auditors of Government Companies, appointed by Comptroller and Auditor‐General of India, shall be fixed by the Company in General Meeting or in such manner as the Company in General Meeting may determine. Hence, it is proposed that the Members may authorize the Board to fix the remuneration of the Statutory Auditors of the Company for the financial year2017‐18, as may be deemed fit.

FOR FORThe auditors in the company are appointed by the Comptroller & Auditor General of India (CAG). The remuneration for these auditors will be fixed by the board. In FY17, the auditors were paid a remuneration of Rs. 9. 7 mn, which is reasonable.


To appoint Shri Saraswati Prasad (DIN: 07729788) as a Director on the Boardof the Company and in this regard to consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the order No. 1/16/2015‐BLA dated 08‐02‐ 2017 of Ministry of Steel, Government of India, Shri Saraswati Prasad (DIN: 07729788), Additional Secretary and Financial Advisor (AS&FA), Ministry of Steel appointed as Government Director of the Company, was appointed as an Additional Director of the Company by the Board of Directors in terms of Section 161 of the Companies Act, 2013(the Act) and the Articles of Association of the Company and who holds office up to the date of this AnnualGeneral Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director and Government Nominee Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, things, matters and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

FOR FORSaraswati Prasad (DIN: 07729788) is Additional Secretary and Financial Advisor (AS&FA), Ministry of Steel. He is a nominee of the Government of India. His appointment is in line with the statutory requirements.


To ratify the remuneration of the Cost Auditors of the Company for thefinancial year 2017‐18 and in this regard to consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re‐enactment thereof, for the time being in force), the Company hereby ratifies the remuneration of Rs. 6.00 lakhs (excluding applicable tax, travelling, out‐of‐pocket expenses and other incidental expenses) payable to M/s Prasad Bharathula & Associates, Cost and Management Consultants having office at H.No.2‐4‐911, Road No.6, Samatapuri Colony, Post. Saroornagar, Hyderabad ‐ 500 035 appointed as the Cost Auditors by the Board of Directors of the Company for conducting the audit of the cost records of the Company and providing Cost Audit Report, and all such reports, annexures, records, documents etc., for the financial year 2017‐ 18, that may be required to be prepared and submitted by the Cost Auditorsunder applicable statute. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, things, matters and take all such steps as may be necessary, proper or expedient to give effect to this resolution."


Jul 17 ‐ Sept 17 22‐Sep‐17 NMDC LTD AGM Management Appointment of Mr. Baijendra Kumar as candidate for the office of Director, be appointed as a Director and Chairman cum managing Director, of the company, liable to retire by rotation.

FOR FOR Since it’s a govt appointment

Jul 17 ‐ Sept 17 23‐Sep‐17HERITAGE FOODS LTD

Postal Ballot Management Sub‐division of equity shares of the Company – Ordinary Resolution FOR FORSub‐division of the equity shares will improve the liquidity of floating stock in the market and make it affordable to small investors

Jul 17 ‐ Sept 17 23‐Sep‐17HERITAGE FOODS LTD

Postal Ballot Management Amendment of Memorandum of Association of the Company – Ordinary Resolution FOR FORThe proposed sub‐division of equity shares requires amendment to the existing Clause V of the MoA of the company. While the amount of the authorised capital will remain the same, the number of authorised shares will increase due to the sub‐division

Jul 17 ‐ Sept 17 23‐Sep‐17JM FINANCIAL LTD


To authorise the Board of Directors to borrow, from time to time, any sum or sums of money,notwithstanding that the monies to be so borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the Company’s paid‐up share capital and its free reserves, but shall not exceed Rs. 5,000 Crore (Rupees Five Thousand Crore only).

FOR FOR

Following the merger with two operating subsidiaries, JM Financial Limited (JMFL) will no longer be a core investment company (CIC). Therefore, post‐ restructuring, the limit on borrowing under the Core Investment Companies (Reserve Bank) Directions, 2016 would not be applicable to JMFL. JMFL hence seeks shareholder approval to borrow the under Section 180(1)(c) of the Companies Act 2013 subject to a maximum borrowing of Rs. 50. 0 bn. JMFL’s debt is rated ICRA AA/Stable / ICRA A1+ and CRISIL A1+ which denote adequate degree of safety regarding timely servicing of debt obligations.



Special Resolution seeking approval of shareholders pursuant to sections 41, 42, 62, 71 and other applicable provisions of the Companies Act, 2013 for issuance and allotment of further securities to the extent of 3000 crore which upon conversion, if any, of all securities would give rise to the issue of equity of an aggregate face value of `2.20 crore.

FOR FORAt current market price of Rs. 2756. 5 per share, the expected equity dilution is ~11% on the post–issuance share capital of the company, which is reasonable. All shareholders will be diluted equally



Special Resolution seeking approval of shareholders pursuant to section 42, section 71 read with sections 179(3)(c) / 179(3)(d), and other applicable provisions of the Companies Act, 2013 to authorize the Board of Directors to issue and allot, on a private placement basis, Non‐Convertible Debentures of value not exceeding Rs 1000 crore on such terms and conditions asmay be decided and deemed appropriate by the Board at the time of issue or allotment.

FOR FORThe company has stated that it will issue NCDs to meet its funds requirements for business and general corporate purposes. The proposed issuance will be up to the company’s overall borrowing limit of Rs. 10. 0 bn

Jul 17 ‐ Sept 17 25‐Sep‐17JM FINANCIAL LIMITED

CCM Management

Approval of the Scheme of Amalgamation between JM Financial Institutional Securities Limited and JM FinancialInvestment Managers Limited and JM Financial Limited and their respective shareholders and related matters thereto

FOR FOR

Since the two companies are wholly owned subsidiaries of JMFL, no shares will be issued by JM Financial Ltd. (JMFL) pursuant to amalgamation and the shares of JM Financial Institutional Securities Ltd. (JMFIS) and JM Financial Investment Managers Ltd. (JMFIM) held by JMFL shall stand cancelled. There would be no change in the shareholding pattern of JMFL. Post completion of the restructuring exercise, JMFL would cease to be a Core Investment Company (CIC) and would become a SEBI registered merchant banker. The merger will increase JM Financial’s underwriting capacity.

Jul 17 ‐ Sept 17 25‐Sep‐17ORIENT REFRACTORIES LIMITED

AGM Management Consider and adopt Audited Financial Statements for the Financial Year ended 31 March,2017 and Report of the Board of Directors and Auditors report thereon.



AGM Management Declaration of dividend on Equity Shares for the year ended 31 March,2017 FOR FOR The total dividend outflow including dividend tax for FY17 is Rs. 0. 4 bn. The dividend payout ratio is 52. 7%.


AGM Management Appointment of Director in place of Mr. Erwin Jankovits (DIN:07089589) who retires by rotation and being eligible offers himself for re‐appointment

FOR FORErwin Jankovits is Vice President, RHI AG (Middle East, Africa, CIS, India). He is liable to retire by rotation and his reappointment in line with all statutory requirements.

71


AGM Management Appointment of M/s. Price Water House, Chartered Accountants, LLP as Statutory Auditors of the Company and to fix their remuneration

FOR FORPrice Waterhouse’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Appointment of Ms. Verena Buzzi (DIN:07901672) as a Director FOR FORMs. Verena Buzzi has been associated with RHI group since 2003 and has handled various projects in RHI. She is liable to retire by rotation and her appointment is in line with all statutory requirements.


AGM Management Appointment of Mr. Parmod Sagar(DIN:06500871) as Managing Director and Chief Executive Officer of the Company

FOR FORThe reappointment of Parmod Sagar as MD and CEO is in line with the statutory requirements. The proposed remuneration of Rs. 24. 4 mn is commensurate with the size and complexity of the business. In FY17, the ratio of remuneration (Rs. 21. 1 mn) to median remuneration was 65. 8x.


AGM Management Ratification of the Remuneration of M/s. K G Goyal & Associates, Cost Auditors of the Company


Jul 17 ‐ Sept 17 26‐Sep‐17FUTURE RETAIL LIMITED

CCM Management Approval of composite scheme of arrangement between future retail limited and Bluerock eservices private limited and Praxis Home retail limited and their respective shareholders and related matters thereto.

FOR FOR

As part of FRL’s strategy of focusing only on its core retail formats, the specialty home retail business (Home Town) is being proposed to be hived‐off and transferred to PHRL. In return, shareholders of FRL will receive PHRL shares, such that the new shareholding of PHRL is a mirror image of that of FRL. In another transaction, the e‐commerce home retail division of BSPL (Fabfurnish) will also be demerged and transferred to PHRL. This will help consolidate the offline and online home retail businesses under a single entity and lead to increased management focus. For shareholders of FRL, their economic interest in the Home Town business remain unchanged. While they will be exposed to the loss‐making operations of BSPL, the reduction in administrative costs, diversification of sales channels, and greater visibility of the home retail division will help unlock value for the business in the long term.

Jul 17 ‐ Sept 17 26‐Sep‐17RELIANCE CAPITAL LTD

AGM Management

To consider and adopt:a) the audited financial statements of the Company for the financial year ended March 31, 2017, the reports of the Board of Directors and Auditors’ thereon; andb) the audited consolidated financial statements of the Company for the financial year ended March 31, 2017, the report of the Auditors’ thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is critical exercise and requires first‐hand information and proper due diligence. We do not provide voting recommendations on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Declaration of Dividend on Equity Shares. FOR FORThe company proposes a dividend of Rs 10. 5 per share (FV Rs. 10) compared to Rs. 10. 0 per share last year. Consequently, the dividend payout ratio stood at ~76. 3% (standalone basis).


AGM Management To appoint a Director in place of shri Amitabh Jhunjhunwala (DIN:‐ 00045174) who retires by rotation at this meeting andbeing eligible, offers himself for re‐appointment.

FOR FORAmitabh Jhunjhunwala is the non‐executive Vice Chairman of Reliance Capital (RCap / RCL). He is the group Managing Director of Reliance ‐ ADA Group. His reappointment is in line with all statutory requirements.


AGM Management To ratify the appointment of M/s. Pathak H.D.& Associates, Chartered Accountants as the Auditors

FOR FORPathak H D & Associates were appointed as joint statutory auditors in the AGM of FY16 with an annual ratification. The ratification of their appointment is in line with our Voting Policy and with the provisions of Section 139 of Companies Act 2013. B S R & Co. LLP were the Company’s auditors for the past 11 years (since FY07).


AGM Management To appoint M/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors and Fixing their remuneration

FOR FORRCL proposes to appoint Price Waterhouse & Co as joint statutory auditors for five years with an annual ratification. B S R & Co. LLP (KPMG audit network) have been the Company’s auditors for the past 10 years (since FY07). Their appointment is in line with our Voting Policy and with the provisions of Section 139 of Companies Act 2013.


AGM Management To adopt new articles of associations of the company FOR AGAINST

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA. The proposed changes to their AoA are available on the company’s website. Certain provisions give discretionary powers to promoters which are prejudicial to the interest of non‐promoter shareholders.


AGM Management To approve Private Placement of Non‐convertible debentures and/or other debt securities FOR FORAlthough the quantum of debt to be raised has not been disclosed, the NCDs will be within the company’s overall borrowing limit.


AGM Management To consider issue of securities to the Qualified Institutional Buyers FOR FOR

The proposed issue of QIP Securities may be made in one or more tranches such that the aggregate amount raised would not lead to a dilution of more than 15%. With maximum dilution of 15%, RCap will issue ~44. 6 mn shares and at current market price can raise upto Rs 38. 2 bn. While we recognize that this is an enabling resolution, the company should have disclosed the quantum of securities to be issued and a welldefined objective for the issuance.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Adoption of audited financial statements (including audited consolidated financial statements) of the Company and the reports of the Board of Directors and Auditors thereon for the financial year ended March 31, 2017.


Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Declaration of dividend on Equity Shares. FOR FOR The total dividend for FY17 is Re. 1. 0/‐ per share and the total dividend outflow (including dividend tax for FY17) is Rs. 10. 1 bn.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Re‐appointment of Mr. Sailesh T. Desai (DIN: 00005443), who retires by rotation and being eligible offers himself for re‐appointment.

FOR FORSailesh T. Desai, 62, is an entrepreneur with over 30 years of experience. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Re‐appointment of Mr. Israel Makov (DIN: 05299764), who retires by rotation and being eligible offers himself for re‐appointment.

FOR FOR Israel Makov ,78, is Chairperson. His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Appointment of Statutory Auditors and to fix their remuneration. FOR FORS R B C & Co. ’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Ratification of Remuneration of Cost Auditors for the financial year 2017‐18. FOR FOR The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Appointment of Mr. Kalyanasundaram Subramanian (DIN: 00179072) as Director, liable to retire by rotation.

FOR FORKalyanasundaram Subramanian, 63, has been with the company since 2010. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Appointment of Mr. Kalyanasundaram Subramanian (DIN: 00179072) as Whole‐time Director, without remuneration.

FOR AGAINST

The company proposes to appoint Kalyanasundaram Subramanian as Whole‐time Director for a period of two years. He has also been appointed as CEO and Whole‐time Director of Sun Pharma Laboratories Limited (SPLL), a wholly owned subsidiary for a period of two years and will be paid remuneration from SPLL ‐ the quantum of which has not been specified. For greater clarity, the company should have provided more granular information on the pay structure. We believe that shareholders must get an opportunity to vote on an Executive Director’s remuneration. While compliant with law, we believe that this structure of paying remuneration via a 100% subsidiary is not a good governance practice.

72

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Special Resolution for re‐appointment and remuneration of Mr. Dilip S. Shanghvi (DIN: 00005588) as Managing Director.

FOR FOR

Dilip S. Shangvi, 61, is promoter director. He is also Chairperson and Managing Director of Sun Pharma Advanced Research Company Limited (group entity) and does not draw any remuneration from the entity. His reappointment is in line with all statutory requirements. The company proposes to revise his maximum remuneration to Rs. 81. 0 mn. Due to inadequacy of profits he was paid Rs. 31. 8 mn in FY17 as against his entitled remuneration of Rs. 39. 3 mn. The past remuneration and proposed maximum remuneration to Dilip Shanghvi is commensurate with the company size and performance. Also, the proposed maximum remuneration is in line with that of industry peers. Notwithstanding, as a good governance practice, companies must cap the absolute amount of short term incentives payable to board members.

Jul 17 ‐ Sept 17 26‐Sep‐17


AGM Management Approval of material related party transactions with a related party. FOR FOR

The transactions with AML aggregated Rs. 26 bn in FY17 and the company now seeks approval for similar transactions for five years. The transactions in FY18 will be capped at Rs. 50 bn, and will increase in value in the subsequent years. All transactions to be carried out will be on an arm’s length basis and will be primarily of sales, purchases of goods or materials, availing or rendering of services, leasing of property. While the company has not ascribed a monetary value or cap to the transactions apart from those in FY18, it has provided a period of five years for the proposed transactions.

Jul 17 ‐ Sept 17 27‐Sep‐17AARTI INDUSTRIES LTD

AGM Management Adoption of Financial Statements for the year ended 31st March, 2017. FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management Declare dividend for the financial year ended 31st March, 2017. FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 98. 8 bn. The dividend payout ratio for FY17 was low at 3. 2%.


AGM Management Re‐appointment of Shri. Manoj M. Chheda, who retires by rotation and being eligible, seeks reappointment.

FOR FORManoj M Chheda (DIN: DIN: 00022699) is the Wholetime Director of the company. His reappointment is in line with all statutory requirements.


AGM Management Re‐appointment of Shri. Kirit R. Mehta, who retires by rotation and being eligible, seeks reappointment.

FOR FORKirit R Mehta (DIN: 00051703) is the Wholetime Director of the company. His reappointment is in line with all statutory requirements.


AGM Management Appointment of M/s Kirtane & Pandit LLP, Chartered Accountants as Statutory Auditors. FOR AGAINSTKirtane & Pandit LLP are replacing Gokhale & Sathe as the statutory auditors. However, the proposed appointment for one year is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.


AGM Management Approval to Increase Commission payable to Executive Directors. FOR FORWe observe that the overall remuneration of Wholetime Directors in the past five years is reasonable and in line with peers. High component of variable pay in the overall salary will link their performance and pay.


AGM Management Re‐appointment of Shri Rashesh C. Gogri, as the Managing Director for a period of 5 (Five) years with effect from 9th June, 2017.

FOR FOR

Rashesh C Gogri, 42, is an Engineer and belongs to the promoter family. He is the Vice Chairperson and Managing Director of the company since 2012. His proposed remuneration is estimated at Rs. 29. 6 mn, which is in line with peers and commensurate with the performance of the company. There are currently six promoter‐family members on the board. This practice of appointing a large number of family members in executive positions on the board deters from attracting the right talent to the company.


AGM Management Re‐appointment of Shri Renil R. Gogri, as a Whole Time Director for a period of 5 (Five) years with effect from 16th August, 2017.

FOR FOR

Renil R Gogri, 30, belongs to the promoter family. He holds mechanical engineer from IIT, Mumbai and is the Wholetime Director of the company since August 2012. His proposed remuneration is estimated at Rs21. 4 mn, which is in line with peers and commensurate with the performance of the company. There are currently six promoter‐family members on the board. This practice of appointing a large number of family members in executive positions on the board deters from attracting the right talent to the company.


AGM Management Re‐appointment of Shri Rajendra V. Gogri, as the Managing Director for a period of 5 (Five) years with effect from 1st July, 2018.

FOR FOR

Rajendra V Gogri, 57, is among the founders of the company. He was first appointed as Managing Director in 1993 and elevated as Chairperson & Managing Director in 2012. His proposed remuneration is estimated at Rs. 29. 6 mn, which is in line with peers and commensurate with the performance of the company. There are currently six promoter‐family members on the board. This practice of appointing a large number of family members in executive positions on the board deters from attracting the right talent to the company.


AGM Management Special Resolution to Re‐appoint Shri Ramdas M. Gandhi as an Independent Director for a period of 5 (Five) years from the date of Annual General Meeting.

FOR AGAINST

Ramdas M Gandhi (DIN: 00029437) is Independent Director of the company since 1990. We believe the length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from Ramdas M Gandhi serving on its board, it should appoint them as non‐independent director. We do not treat him as Independent due to long association with the company.


AGM Management Special Resolution to Re‐appoint Shri Laxmichand K. Jain as an Independent Director for a period of 5 (Five) years from the date of Annual General Meeting.

FOR AGAINST

Laxmichand K Jain (DIN: 00042099) is Independent Director of the company since 1990. We believe the length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from Laxmichand K Jain serving on its board, it should appoint them as non‐independent director. We do not treat him as Independent due to long association with the company.


AGM Management Approval to charge fees in advance for service of documents. FOR AGAINSTThe company seeks shareholder’s approval to charge fee in advance (estimated actual expenses) for delivery of a document requested by them through a particular mode. However, given the nature of the charge, this might become a deterrent for shareholders to seek information.


AGM Management Ratification of the remuneration to be paid to Cost Auditor. FOR FOR The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.


AGM Management Special Resolution to approve the issue of Non‐Convertible Debentures on privateplacement.

FOR FORThe proceeds will be used to finance the company’s capital expenditure and for general corporate purposes. The issuance will be within the overall borrowing limit of Rs.25 bn approved by the shareholders in September 2015.

Jul 17 ‐ Sept 17 27‐Sep‐17AU SMALL FINANCE BANK LIMITED

AGM Management

To consider and adopt:a. the Audited Standalone Financial Statements of the Bank for the Financial Year ended 31st March, 2017 and the reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Bank for the Financial Year ended 31st March, 2017 and the reports of the Auditors thereon.

FOR ABSTAINWe believe that a comprehensive review of the financials of a bank is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of accounts, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management To appoint a director in place of Mr. Uttam Tibrewal (DIN: 01024940), who retires by rotation and being eligible, has offered himself for re‐appointment.

FOR FOR

Uttam Tibrewal is head of operations and marketing of AU Small Finance Bank. Uttam Tibrewal has attended 7/10 or 70% of the board meetings in FY17 and 21/24 or 88% board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all meetings. His reappointment as director liable to retire by rotation is in line with statutory requirements.


AGM Management To re‐appoint M/S S.R. BATLIBOI & ASSOCIATES LLP, Chartered Accountants, (Registration No101049W/E300004) as the Statutory Auditors of the Bank

FOR FOR

S. R Batliboi and Co. LLP have been the auditors of AU Small Finance Bank for four years from FY13 till FY16. SR Batliboi & Associates LLP audited accounts of the bank in FY17. The bank now proposes to reappoint SR Batliboi & Associates LLP as auditors for four years with annual ratification. While the provisions of the Banking Regulation Act allow Indian private sector banks to have the same statutory auditor for a maximum period of four years, the bank has clarified that they have taken approval from the RBI to continue S. R. Batliboi & Associates LLP appointment as auditors, as it transitions from an NBFC to a bank.


AGM Management To confirm/ratify article no. 13(b) of articles of association of the bank. FOR FOR

Article 13 (b) allows any shareholder holding 10% or more of the paid‐up capital to nominate a director on the board of the bank. SEBI vide its letter dated 22 March 2017, requires the bank to seek shareholder ratification via special resolution to this article. Further, the bank must ensure that there are no special rights available with the shareholders of the bank apart from above.

73


AGM Management To ratify employee stock option scheme 2015 of au small finance bank limited FOR AGAINST

Under the ESOP 2015 scheme, a maximum of 8. 8 mn stock options will be granted (or a 3. 0% dilution on the expanded capital base). The exercise price of Rs 10. 11 (Plan A) and Rs 33. 37 (Plan B) is at significant discount to the current market price. At current market price of Rs. 548. 7 per share and exercise price as above, the cost of the ESOP 2015 will be around Rs. 3. 8 bn and for ESOP 2016 will be Rs 0. 7 bn. Assuming a grant period of 5 years, the bank will expense Rs. 0. 9 bn per annum (or 28% of FY17 PAT before exceptional income), which is very high. We do not encourage grant of stock options at such significant discount to market price.


AGM Management To ratify employee stock option scheme 2016 of au small finance bank limited FOR AGAINST

Under the ESOP 2016 scheme, a maximum of 2. 1 mn stock options will be granted (or a 0. 9% dilution on the expanded capital base). The exercise price of Rs 140. 0 is at significant discount to the current market price. At current market price of Rs. 548. 7 per share and exercise price as above, the cost of the ESOP 2015 will be around Rs. 3. 8 bn and for ESOP 2016 will be Rs 0. 7 bn. Assuming a grant period of 5 years, the bank will expense Rs. 0. 9 bn per annum (or 28% of FY17 PAT before exceptional incomewhich is very high. We do not encourage grant of stock options at such significant discount to market price.

Jul 17 ‐ Sept 17 27‐Sep‐17 LUPIN LTD Postal Ballot Management Approving the terms of re‐appointment of Dr. Kamal K Sharma as Vice Chairman of the company, for a period of one year, w.e.f. September 29, 2017

FOR FOR

Dr. Kamal K. Sharma, 70, is Executive Vice‐Chairperson. His reappointment is in line with all statutory requirements. He was paid Rs. 184. 6 mn (including stock options value) in FY17, which was in line with peers and commensurate with the size and performance of the company. Dr. Kamal K. Sharma is a professional and his proposed remuneration is estimated at Rs. 213. 7 mn. A large portion of his remuneration is variable, which aligns pay with performance. Nevertheless, as the company grows in size, it must consider setting a cap (in absolute amounts) to the overall remuneration payable.

Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management

To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended on 31st March, 2017, together with the Board’s Report, the Report of Auditors’ thereon and Comments of the Comptroller & Auditor General of India.


Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management To note the payment of interim dividend and declare final dividend for the Financial Year 2016‐17.

FOR FORThe total dividend for FY17 is Rs. 1. 8/‐ per share, while it was Rs. 1. 5/‐ in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 22. 2 bn and the dividend payout ratio is 79. 5%.

Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management To appoint a Director in place of Shri Ratish Kumar (DIN 06852735), who retires by rotation and being eligible, offers himself for re‐appointment for the remaining term at the pleasure of the President of India.

FOR FOR Ratish Kumar, 56, is the Chairperson and Managing Director of NHPC. His reappointment meets all statutory requirements.

Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management To authorize Board of Directors of the company to fix the remuneration of the Joint Statutory Auditors for the Financial Year 2017‐18

FOR FORThe joint statutory auditors of NHPC are appointed by the Comptroller and Auditor General of India (C&AG). The total remuneration is expected to be reasonable.

Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management Ordinary Resolution for the ratification of remuneration of the Cost Auditors for the Financial Year 2017‐18.


Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management Ordinary resolution for the appointment of Shri Nikhil Kumar Jain (DIN 05332456), as Director(Personnel) of the Company.

FOR FORNikhil Kumar Jain, 55, holds a Bachelors’ degree in Industrial Engineering from IIT Roorkee and Law from University of Delhi. He has over thirty years of experience in Government and Public Sector. Prior to joining NHPC, he served as Director (Personnel) in Air India.

Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management Ordinary resolution for the appointment of Shri Mahesh Kumar Mittal (DIN 02889021), as Director (Finance) of the Company.

FOR FORMahesh Kumar Mittal, 56, is a Cost & Works Accountant and Company Secretary by profession. He has over thirty years of experience in Finance. Prior to joining NHPC, he served as Director (Finance) in Dedicated Freight Corridor Corporation of India.

Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management Special Resolution for the issue of secured/unsecured redeemable non‐convertible debentures/bonds aggregating up to Rs 2,000 crore.


Jul 17 ‐ Sept 17 27‐Sep‐17 NHPC LTD AGM Management Special Resolution for alteration in Articles of Association (AOA) of the Company FOR FORIn order to comply with the SEBI circular for issued debt securities, NHPC needs to group and consolidate the existing debt securities together. This will require an enabling provision, vide Article 22A to be inserted in the AoA of the company. The changes in the AoA are not prejudicial to the interest of minority shareholders.

Jul 17 ‐ Sept 17 27‐Sep‐17

OIL NATURAL GAS CORPORATION

AGM Management

To receive, consider and adopt the Audited Financial Statements including Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2017, together with the Board’s Report and the Auditors’ Report thereon and Comments of the Comptroller & Auditor General of India, in terms of Section 143 (6) of the Companies Act, 2013 and reply of the management thereto.


Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To declare final dividend on equity shares for the financial year 2016‐17. FOR FORONGC paid a first interim dividend of Rs. 4. 50 per share of Rs. 5 each pre‐bonus. A second interim dividend of Rs. 2. 25 per share was paid post‐bonus. The company now proposes a final dividend of Rs. 0. 80 per share. The total outflow on account of dividend is Rs. 93. 4 bn (inclusive of dividend tax). The dividend payout ratio is 69. 5% v/s 36. 7% in the previous year.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To appoint a Director in place of Shri D.D. Misra, who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORDD Misra (DIN: 06926783) is Wholetime Director (Human Resources). His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To appoint a Director in place of Shri ShashiShanker, who retires by rotation and being eligible, offers himself for re‐appointment.

FOR FORShashi Shanker (DIN‐06447938) is Wholetime Director (Technology & Field Services). His reappointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To authorise Board of Directors of the Company to fix the remuneration of the Joint StatutoryAuditors of the Company for the Financial Year 2017‐18, in terms of the provisions of section 139(5) read with section 142 of the Companies Act, 2013.

FOR FOR

The Comptroller & Auditor General of India (C&AG) has appointed Lodha & Co, PKF Sridhar & Santhanam, Khandelwal Jain & Co, Dass Gupta & Associates, KC Mehta & Co and MKPS & Associates statutory auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fee of Rs. 30. 5 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To appoint Shri Deepak Sethi (DIN‐ 07729009) as Director of the Company. FOR FOR Deepak Sethi (DIN‐07729009) is a Chartered Accountant. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To appoint VivekMallya (DIN‐ 05311763) as Director of the Company. FOR FOR Vivek Mallya (DIN: 05311763) is a Chartered Accountant. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To appoint Shri Sumit Bose (DIN‐ 03340616) as Director of the Company. FOR FORSumit Bose (DIN: 03340616) is Vice Chairman of National Institute of Public Finance and Policy. His appointment is in line with all statutory requirements.

74

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To appoint Dr.Santrupt B. Misra (DIN‐ 00013625) as Director of the Company. FOR FORDr. Santrupt B Misra (DIN: 00013625) is CEO of Carbon Black business and Director (Group Human Resources) of Aditya Birla group. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To appoint Shri Rajiv Bansal (DIN‐ 00245460) as Director of the Company. FOR FOR Rajiv Bansal (DIN: 00245460) is an IAS officer. His appointment is in line with all statutory requirements.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To ratify the remuneration of the Cost Auditors for the financial year ending 31st March, 2018.

FOR FORThe company has appointed Shome & Banerjee, Rohit & Associates, Dhananjay V Joshi & Associates, M Krishnaswamy & Associates, Musib & Co and Chandra Wadhwa & Co as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To borrow/raise funds by issue of debt instruments FOR FOR

The company is planning execution of projects including development of Cluster 2 of the NELP Block KG‐DWN‐98/2, CBM Development and other development/ redevelopment projects in Western Offshore. It also plans acquisition of 51. 11% equity shares in Hindustan Petroleum Corporation Limited from Government of India. The proposed issuance will be carved out of the company’s borrowing limit. There has been a steady increase in ONGC’s investments in subsidiaries, associates, joint‐ventures and other entities. The investments have increased from Rs. 352 bn in 2015 to Rs. 368 bn and further to Rs. 505bn in 2017. With the investment in HPCL, this will further increase. Shareholders should engage with the company, to understand the strategic nature of these and whether the company can either merge some of these with itself, or divest them with the intention to streamline the company’s capital structure and operations.

Jul 17 ‐ Sept 17 27‐Sep‐17


AGM Management To create charges to secure the funds borrowed/raised by the Company FOR FOR Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

Jul 17 ‐ Sept 17 28‐Sep‐17AHLUWALIA CONTRACTS INDIA LIMITED

AGM Management Adoption of Audited Standalone and Consolidated Financial Statement of the Company for the financial year ended 31st March 2017 and the Reports of Board of Directors and Auditors thereon



AGM Management Re‐appoint a Director in place of Mr. Bikramjit Ahluwalia (DIN: 00304947) who retires by rotation and being eligible, offers himself for re‐appointment

FOR FORBikramjit Ahluwalia (DIN: 00304947) is the promoter CMD. He retires by rotation and his reappointment is in line with the statutory requirements.


AGM Management Appointment of M/s Amod Agrawal & Associates, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

FOR AGAINST

Amod Agrawal & Associates are replacing Arun K. Gupta & Associates as the statutory auditors. However, the proposed appointment for three years is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act. In addition, as a best practice, the company must provide a brief profile of the audit firm, its partners and their relevant experience at the time of appointment.


AGM Management Increase in Remuneration of Mr. Bikramjit Ahluwalia (DIN: 00304947), Managing Director of the Company

FOR FORBikramjit Ahluwalia is the promoter CMD. His revised remuneration aggregating Rs. 12. 6 mn is comparable to industry peers andis commensurate with the size and performance of the company.


AGM Management Increase in Remuneration of Mr. Vinay Pal (DIN:02220101), Whole Time Director of the Company

FOR FOR

Vinay Pal has about 30 years of experience in the construction industry. He is designated Senior Executive (Projects) and is also leading the HR function of the company. His revised remuneration aggregating Rs. 5. 9 mn is comparable to industry peers and is commensurate with the size and performance of the company. For a professional who is a director, the remuneration structure must include a variable component which will help align pay with performance.


AGM Management Ratification for Appointment and payment remuneration to the Cost Auditors of the Company.

FOR AGAINST

As per Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the remuneration of Cost Auditors will be recommended by thAudit committee, approved by the Board and ratified by shareholders. However, Ahluwalia Contracts has not disclosed the remuneration to be paid to cost auditors. The company must issue an addendum and disclose the remuneration proposed to be paid to the cost auditors.

Jul 17 ‐ Sept 17 28‐Sep‐17FINOLEX CABLES LTD

AGM Management Adoption of financial statement (including consolidated financial statements) of the Company for the financialyear ended 31st March, 2017 and the reports of the Board of Directors and Auditors thereon.



AGM Management

Declaration of dividend @ 150% on equity shares for the financial year ended 31st March, 2017 (i.e. @Rs 3/‐ per equity share of Rs.2/‐ each fully paid up) for the financial year ended 31st March, 2017.

FOR FOR The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio at 17. 5% is low.


AGM Management Appointment of Mr. Mahesh Viswanathan [DIN: 02780987], who retires by rotation, and being eligible, offershimself for reappointment.

FOR FORMahesh Viswanathan is Deputy Managing Director and Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.


AGM Management Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, [Firm Registration No. 117366W/ W100018] as Statutory Auditors as set out at Item No. 4 of the Notice

FOR FORDeloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Appointment of Mr. Sumit N. Shah [DIN: 00036387] as Director of the Company, liable to retire by rotation.

FOR FORSumit Shah was appointed as an Additional Director from 14 February 2017. His appointment is in line with the statutory requirements.


AGM Management Appointment of Mr. Shishir Lall [DIN: 00078316] as Director of the Company, liable to retire by rotation.

FOR FORShishir Lall was appointed as an Additional Director from 30 May 2017. His appointment is in line with the statutory requirements.


AGM Management

Appointment of Mr. Sumit N. Shah [DIN: 00036387] as Independent Director of the Company for a period offive consecutive years with effect from the date of this Annual General Meeting of the Company.

FOR FORSumit Shah is the Managing Director of Renaissance Jewellry Limited. His appointment as an Independent Director is in line with the statutory requirements.


AGM Management Appointment of Mr. Shishir Lall [DIN: 00078316] as Independent Director of the Company for a period of fiveconsecutive years with effect from the date of this Annual General Meeting of the Company.

FOR FORShishir Lall held the position of International Vice President – Franchise Operations – South Asia Business Unit at PepsiCo and was elevated as Executive Director from 1990 to 1999. His appointment as an Independent Director is in line with the statutory requirements.


AGM Management Appointment of Mr. K. P. Chhabria as Advisor of the Company with effect from 1st October, 2017.

FOR FORK. P. Chhabria, 83, belongs to the promoter family. He was Executive Vice‐Chairperson of Finolex Industries Limited till 2012. The company proposes to pay him Rs. 25. 2 mn as fees.


AGM Management Approval of remuneration of M/s Joshi Apte & Associates, Cost Accountants, Pune (Firm RegistrationNo.00240) as Cost Auditor of the Company for the financial year 2017‐18.


75


AGM Management

Payment of commission to non whole time Directors, not exceeding one percent of the net profit of theCompany or Rupees One Crore, whichever is lower, as may be determined by the Board in each financialyear.

FOR FORThe board is seeking approval of shareholders to fix payment of commission to non‐executive directors at an amount upto 1% of net profits or Rs. 10 mn, whichever is lower.


AGM Management

To offer or invite subscriptions for secured/unsecured redeemable non‐convertible debentures, in one or moreseries/tranches, aggregating upto Rs.150 Crores (Rupees One Hundred Fifty Crores Only) on private placementbasis.

FOR FORThe proposed NCDs will be issued within the overall borrowing limit of Rs. 10 bn. The company’s debt has an outstanding rating of CRISIL AA+/ Stable/ CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations.


AGM Management Approval for the Company to continue to purchase optical fibre from Corning Finolex Optical Fibre PrivateLimited as set out at item No.13 of the Notice.

FOR FOR

Finolex Cables Limited (Finolex) proposes to purchase optical fibre upto Rs. 0. 6 bn (or 1. 5 mn KM fibre quantity whichever is higher) from Corning Finolex Optical Fibre Private Limited (CFOFPL). CFOFPL is 50:50 joint venture between Finolex and Corning Ventures France SAS. Shareholders should note that Finolex will get the optical fibre at lowest price as compared to CFOFPL’s other customers. The proposed transaction to be carried out is in the ordinary course of business.

Jul 17 ‐ Sept 17 28‐Sep‐17

HOUSING AND URBAN DEVELOPMENT CORPORATIO

AGM Management Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017, along with Director’s Report, Independent Auditor’s Report and comments thereupon of the Comptroller and Auditor General of India.

FOR ABSTAINWe believe that a comprehensive review of the financials of a company is critical exercise and requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.

Jul 17 ‐ Sept 17 28‐Sep‐17


AGM Management Confirmation of payment of interim dividend and declaration of final dividend for the financial year 2016‐17.

FOR FORThe company has paid interim dividend aggregating to Rs. 0. 50 per share and has declared a final dividend of Rs 0. 05 per share of face value Rs. 2. 0. The pay‐out ratio is 15. 7%. Total dividend paid including dividend tax is Rs 1. 3 bn.

Jul 17 ‐ Sept 17 28‐Sep‐17


AGM Management Reappointment of Shri Nandlal Manjoka (DIN ‐ 06560566), Director (Corporate Planning), who retires by rotation.

FOR FORNand Lal Manjoka is Executive Director (Corporate Planning). His reappointment as director liable to retire by rotation is in line with all statutory requirements.

Jul 17 ‐ Sept 17 28‐Sep‐17


AGM Management Fixation of remuneration of Statutory Auditors. FOR FORThe Comptroller and Auditor General of India has appointed Prem Gupta & Co. As statutory auditors for FY18. The company seeks approval to empower its board of directors to fix their remuneration for auditing the financial statements for FY18. Audit fees in FY17 aggregated Rs. 2. 0 mn: we expect audit fees to remain in the same range.

Jul 17 ‐ Sept 17 28‐Sep‐17


AGM Management To borrow funds not exceeding Rs 12,000 crore by way of issue of Bonds/ Debentures on Private Placement basis.

FOR FORThe issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. HUDCO’s debt instruments are rated ‘ICRA AAA/Stable/ICRA A1+’, these ratings denote a highest degree of safety with respect to timely servicing of financial obligations. These instruments carry low credit risk.

Jul 17 ‐ Sept 17 28‐Sep‐17


AGM Management To increase in borrowing limits to Rs 60,000 crore. FOR FORThe increase in borrowing limits is to support the growing business requirements. The company is well capitalized with CRAR of 58. 6% as on 31 March 2017. Moreover, the borrowing programs for NBFC’s like HUDCO, are closely monitored by National Housing Board’s (NHB) requirement of maintaining minimum 12% capital adequacy levels.

Jul 17 ‐ Sept 17 28‐Sep‐17INDRAPRASTHA GAS LIMITED

AGM Management

To receive, consider and adopt (a) the Audited Financial Statements of the Company for the financial year ended 31st March, 2017 (b) the Audited Consolidated Financial Statements of the Company forthe financial year ended 31st March, 2017; and the Reports of the Board of Directors and the Statutory Auditors and the comments of the Comptroller & Auditor General of India thereon.



AGM Management To confirm the payment of Interim Dividend on equity shares and to declare a Final Dividend on equity shares for the Financial Year ended 31st March, 2017.

FOR FORThe aggregate dividend per share is Rs. 8. 5. The total dividend outflow including dividend tax for FY17 is Rs. 1. 4 bn. The dividend payout ratio for FY17 is 25. 1%.


AGM Management Approval of remuneration payable to Statutory Auditors of the Company. FOR FORThe Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. Walker Chandiok & Co LLP were paid Rs. 5. 7 mn in FY17, which is reasonable: we expect audit fees in FY18 to be in same range.


AGM Management Appointment of Shri Ramesh Srinivasan as a Director of the Company. FOR FORRamesh Srinivasan is the Chairperson of Indraprastha Gas Limited (IGL). He is Director (Marketing) in BPCL and was nominated by BPCL as a Director of IGL. He was appointed as an Additional Director from 14 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.


AGM Management Appointment of Shri Manoj Jain as a Director of the Company. FOR FORManoj Jain is Executive Director (Marketing‐Gas) in GAIL (India) Limited (GAIL) and was nominated by GAIL as a Director of IGL. He was appointed as an Additional Director from 18 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.


AGM Management Appointment of Smt. Varsha Joshi as a Director of the Company. FOR FORMs. Varsha Joshi is Secretary Power and Secretary Transport with the Government of NCT Delhi and was nominated by Government of NCT of Delhi as a Director of IGL. He was appointed as an Additional Director from 1 June 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.


AGM Management Ratification of the remuneration payable to Cost Auditors of the Company for the financial year ending 31st March, 2018.



AGM Management Approval of material Related Party Transactions under a contract entered with GAIL (India) Limited.

FOR FORIGL purchased APM gas worth Rs. 7. 97 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of business.


AGM Management Approval of material Related Party Transactions under a contract entered with GAIL (India) Limited.

FOR FORIGL purchased PMT gas worth Rs. 4. 99 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of business.

76


AGM Management Approval of Sub‐division of Shares. FOR FORIGL seeks shareholders’ approval to sub‐divide equity share of Rs. 10 each into 5 equity shares of Rs. 2 each. The board has proposed the sub‐division of 140 mn equity shares of Rs. 10 each into 700 mn equity shares of Rs. 2 each. The proposed subdivision is expected to improve the liquidity of the company’s shares in the stock market.


AGM Management Approval of amendment of in Clause V of Memorandum of Association of the Company. FOR FORThe board has proposed to make appropriate alterations in the Memorandum of Association of the company to reflect the sub‐division of equity share capital.


AGM Management Approval of amendment of Article 3 of Articles of Association of the Company. FOR FORThe board has proposed to make appropriate alterations in the Articles of Association of the company to reflect the sub‐division of equity share capital.

Jul 17 ‐ Sept 17 28‐Sep‐17KNR CONSTRUCTIONS LTD

AGM Management Adoption of Balance Sheet, statement of Profit & Loss ,report of Director’s and Auditor’s for the financial yearMarch 31, 2017



AGM Management Approval of Divided at ` 0.50 per Equity Share for the Financial Year ended March 31, 2017 FOR FORThe total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 84. 6 mn. The dividend payout ratio for FY17 was 5. 4%.


AGM Management To Appoint a Director in place of Shri K Jalandhar Reddy who retires by rotation and being eligible, offershimself for reappointment

FOR FORK Jalandhar Reddy (DIN: 00434911) is a promoter executive director and the CFO. He has attended 43% of the board meetings held in FY17 and 64% over a three‐year period. We expect directors to take their responsibilities seriously and attend all meetings.


AGM Management Appointment of M/s K.P Rao & Co., Chartered Accountants as Statutory Auditors in place of M/s Sukumar Babu& Co., under rotation of Auditors as per Section 139 of the Companies Act, 2013

FOR FORK. P. Rao & Co. Are replacing Sukumar Babu & Co. As the statutory auditors. Their appointment is in line with the statutory requirements.


AGM Management Approval of Remuneration to Cost Auditors FOR AGAINST

As per Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the remuneration of Cost Auditors will be recommended by thAudit committee, approved by the Board and ratified by shareholders. However, the company has not disclosed the remuneration to be paid to cost auditors. KNR must issue an addendum and disclose the remuneration proposed to be paid to the cost auditors.

Jul 17 ‐ Sept 17 28‐Sep‐17NATCO PHARMA LIMITED

AGM Management Adoption of audited Annual Financial Statements for the Financial Year 2016‐2017 FOR ABSTAINWe believe that a comprehensive review of the financials of a company is a critical exercise which often requires first‐hand information and proper due diligence. We do not comment on resolutions for adoption of financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios.


AGM Management To confirm the already paid two Interim Dividends on equity shares during the financial year 2016‐17 as final dividend

FOR FORThe total dividend for FY17 is Rs. 6. 75/‐ per share and the total dividend outflow (including dividend tax for FY17) is Rs. 1. 4 bn, while the dividend payout ratio is 28. 7%.


AGM Management Reappointment of Sri P.S.R.K. Prasad (DIN: 07011140) as a Director liable to retire by rotation FOR FOR His reappointment is in line with all statutory requirements.


AGM Management Appointment of Statutory Auditors for the Financial Year 2017‐18 FOR FORWalker, Chandiok & Co. LLP have been the company’s statutory auditors for eight years. Their reappointment is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013.


AGM Management Reappointment of Sri V C Nannapaneni (DIN: 00183315) as Chairman and Managing Director FOR FOR

V. C. Nannapaneni (DIN: 00183315) is Chairperson and Managing Director; the company seeks shareholders’ approval to reappoint him as CMD for a period of two years. He was paid Rs. 66. 8 mn (including commission of Rs. 49 mn) in FY16. His proposed remuneration estimated at Rs. 68. 5 mn is comparable to industry peers and commensurate with the size and performance of the company. As a good practice, companies must cap the absolute amount of commission payable to board members.


AGM Management Reappointment of Sri Rajeev Nannapaneni, (DIN: 00183872) as Vice Chairman and Chief Executive Officer

FOR FORRajeev Nannapaneni, 40, belongs to the promoter family. His reappointment is in line with all statutory requirements. He was paid Rs. 15. 6 mn in FY17 and his proposed remuneration is estimated at Rs. 20. 5 mn. Rajeev Nannapaneni’s proposed remuneration is in line with peers and commensurate with the size and performance of the company.


AGM Management Reappointment of Dr.A.K.S.Bhujanga Rao, (DIN: 02742637) as Director and President (R&D and Tech.)

FOR FOR

Dr. A. K. S. Bhujanga Rao resigned on 6 August 2017: therefore, the company needs to ratify his reappointment and remuneration for the period. His remuneration for the four‐month period is Rs. 6. 1 mn, which includes a Rs. 0. 8mn special incentive. The remuneration is commensurate with the size and scale of his responsibilities. In FY17, his remuneration aggregateRs. 12. 5mn.


AGM Management Reappointment of Sri P.S.R.K.Prasad,(DIN: 07011140) as Director and Executive Vice President (Corporate Engineering Services)

FOR FORP. S. R. K. Prasad, 59, has been on the company’s board since 2014. His reappointment is in line with all statutory requirements. He was paid Rs. 12. 5 mn in FY17, which is 44x the median employee remuneration. The company proposes to pay him Rs. 18. 2 mn per annum, which is in line with peers and commensurate with the size and performance of the company.


AGM Management Reappointment of Dr. D. Linga Rao, (DIN: 07088404), as Director & President (Tech. Affairs) FOR FORDr. D. Linga Rao, 64, has been on the company’s board since 2015. His reappointment is in line with all statutory requirements. He was paid Rs. 12. 5 mn in FY17, which is 44x the median employee remuneration. The company proposes to pay him Rs. 18. 2 mn per annum, which is in line with peers and commensurate with the size and performance of the company.


AGM Management Ratification of Remuneration of Cost Auditors FOR FOR The remuneration proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.


AGM Management To consider giving of one‐time incentive to Working Directors on account of good performance of the company

FOR FOROn account of the company’s superior performance in FY17, it proposes to pay the directors a one‐time incentive of Rs. 0. 68 mn. Consequently, each of the directors will be paid FY17 remuneration aggregates Rs. 13. 2 mn, which is commensurate with the company’s FY17 improvement in profits.


AGM Management Approval of NATCO Employee Stock Option Scheme‐2017 (NATSOP‐2017) under SEBI (Share Based Employee Benefits) Regulations, 2014

FOR FOR

Under the NATSOP‐2017 scheme, the company proposes to grant upto 600,000 options with an exercise price of Rs. 2 (face value). The scheme will lead to a dilution of 0. 3% and, assuming all the options are granted in the first year, the cost of the proposed plan, will be around Rs. 73. 5 mn (1. 5% of consolidated PAT) annually. Considering the previous ESOP scheme (ESOS 2016), the aggregate cost due to ESOPs will amount to ~Rs. 196. 5 mn per annum (4. 0% of FY17’s consolidated profits), which is within acceptable levels. We do not encourage issuing stock options at a significant discount to market price as such options do not provide sufficient incentive for employees: these are considered deferred compensation.

Jul 17 ‐ Sept 17 28‐Sep‐17STEEL STRIPS WHEELS LTD

AGM Management To receive, consider and adopt the Audited Financial Statements of the Company for the Financial year ended 31st March, 2017 together with the Reports of the Board of Directors and Auditors thereon



AGM Management To declare a Dividend on Equity Shares for the Financial year 2016‐17 FOR FOR The total outflow on account of dividend is Rs. 56. 2 mn, increase from Rs. 55. 6 mn in FY16. The dividend payout ratio is 7. 9%.


AGM Management To appoint a Director in place of Sh. Manohar Lal Jain (DIN: 00034591), who retires by rotation and being eligible, offers himself for re‐appointment

FOR FORManohar Lal Jain (DIN: 00034591) is a Chartered Accountant and Wholetime Director of the company. His reappointment is in line with all statutory requirements.


AGM Management To appoint Statutory Auditors and to Fix their remuneration FOR FOR AKR & Associates will replace SC Dewan & Co as statutory auditors. The appointment is in line with all statutory requirements.

77


AGM Management To re‐appoint Ms. Jaspreet Takhar (DIN 00318883) as an Independent Director FOR AGAINSTMs. Jaspreet Takhar (DIN:00318883) has experience in teaching and research on architecture. She attended three out of nine board meetings (33%) held during the year and 31% of the board meetings held after her appointment on 30 March 2015. We expect directors to take their responsibilities seriously and attend atleast 75% of the board meetings.


AGM Management Approve to enhance Borrowing Limits to Rs. 2000 crores FOR AGAINST

On 31 March 2017, on a standalone basis, the outstanding long‐term debt aggregated about Rs. 5 bn: therefore, the company has enough headroom to raise long‐term debt to fund its growing export orders. In addition to the existing Rs. 10bn limit, the company can raise short term debt under regulations. Therefore, the need to double the existing borrowing limit is unclear. Further, the proposed increase is large in the context of the company’s current balance sheet strength.


AGM Management To authorise Board of Directors to create Security on the assets of the company. FOR FOR Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

Jul 17 ‐ Sept 17 29‐Sep‐17APL APOLLO TUBES LTD

AGM Management Adoption of Audited Financial Statements (Standalone & Consolidated) of the company for the financial year ended 31 March, 2017 and the Reports of the Board of Directors and Auditors thereon.



AGM Management Declaration of dividend on the equity shares of the company for the financial year 2016‐17. FOR FOR The total dividend outflow including dividend tax for FY17 is Rs. 340. 7 mn. The dividend payout ratio is ~87%.


AGM Management Re‐appointment of Shri Romi Sehgal (DIN: 03320454) as a Director, who retires by rotation. FOR FORRomi Sehgal (DIN: 03320454), 58, is Director – Technical, APL Apollo Tubes Limited. He retires by rotation and his reappointment is in line with statutory requirements.


AGM Management Ratification of appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants , Gurugram as the Statutory Auditors of the Company and fixation of their remuneration payable.

FOR FORThe company proposes to ratify Deloitte Haskins & Sells LLP as statutory auditors for one year – they have been statutory auditors since FY16. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


AGM Management Approval for appointment of Shri Sharad Mahendra (Din: 02100401) as Director of the company

FOR FORSharad Mahendra (DIN: 02100401), 51, is Director – Sales and Marketing, APL Apollo Tubes Limited. He is liable to retire by rotation and his appointment is in line with statutory requirements.


AGM Management Approval for appointment of Shri Virendra Singh Jain (Din: 00253196) as Independent Director of the company.

FOR FORVirendra Singh Jain (DIN: 00253196), 70, is Former Chairperson, Steel Authority of India Limited. His appointment is in line with statutory requirements.


AGM Management Ratification of remuneration payable to cost auditors M/s. R. J. Goel & Co., Cost Accountants for the Financial Year 2016‐17



AGM Management

Reappointment of Shri Sanjay Gupta, as Chairman (under Whole Time Director category) of the Company for a period of five years with effect from 01 April, 2017 on the terms of remuneration as set out in the Statement pursuant to Section 102 of the Companies Act, 2013.

FOR FORSanjay Gupta, 46, is part of the promoter family and Chairperson of APL Apollo Tubes Limited. The proposed terms are unchanged from the previous terms approved by shareholders in the FY16 AGM. His FY18 remuneration of Rs. 30. 0 mn is in line with peers and commensurate with the size and complexity of the business.


AGM Management Reappointment of Shri Ashok Kumar Gupta, as Managing Director category of the Company for a period of three years with effect from 01 May, 2017 on the terms of remuneration as set out in the Statement pursuant to Section 102 of the Companies Act, 2013

FOR FORAshok Kumar Gupta, 61, is part of the promoter family and Managing Director of APL Apollo Tubes Limited. His FY18 remuneration of upto Rs. 12. 0 mn is in line with peers and commensurate with the size and complexity of the business.

Oct 17 ‐ Dec 17 12‐Oct‐17KNR CONSTRUCTIONS LIMITED

Postal Ballot ManagementShifting of Registered Office from The National Capital Territory of Delhi to The State of Telangana.

FOR FORThe corporate office of KNR Constructions is in Hyderabad. The company believes shifting the registered office to Hyderabad, Telangana will allow it to run and administer day to day operations more efficiently, and result in cost effectiveness. The move will not inconvenience shareholders.

Oct 17 ‐ Dec 17 16‐Oct‐17 BSE LIMITED Postal Ballot ManagementRe‐appointment of Shri Ashishkumar Chauhan (DIN 00898469) as Managing Director & CEO of the Company for a further period of five years.

FOR FOR

The reappointment of Ashishkumar Chauhan as Managing Director and CEO is in line with the statutory requirements. In FY17, his remuneration aggregated Rs. 41. 7 mn. Ashishkumar Chauhan’s remuneration has seen faster growth relative to the company’s performance metrices in the past five years. Nevertheless, the proposed remuneration of Rs. 60. 0 mn is commensurate with the nature of his responsibilities and size and complexity of the business.

Oct 17 ‐ Dec 17 1‐Nov‐17EDELWEISS FINANCIAL SERVICES LTD

Postal Ballot Management Issue of Securities FOR FORAt current market price of Rs 272. 3, the company will issue of 73. 5 mn equity shares to raise Rs 20. 0 bn. There will be a 7. 9% dilution on the expanded capital base, which is relatively low. The proceeds will be used to further growth and for general corporate purposes.

Oct 17 ‐ Dec 17 1‐Nov‐17EDELWEISS FINANCIAL SERVICES LTD

Postal Ballot ManagementIncrease in the limitis of equity holding of FPI and FII upto aggregate limit of 49% of equity paid up capital of the company

FOR FORThe FII & FPI holding limit as on 22 September 2017 is 26. 2%. Increasing the FII / FPI limit will enable the issue as proposed in Resolution #1 above to or any investments in the company’s equity by FII / FPIs in the future.

Oct 17 ‐ Dec 17 3‐Nov‐17FUTURE RETAIL LIMITED

EGM Management Issue of Equity Shares on Preferential Allotment / Private Placement basis. FOR FOR

The issuance of equity shares is being made to fund the acquisition of Hypercity Retail from the K Raheja group. Future Retail will pay a total consideration of Rs. 6. 55 bn for the acquisition, of which Rs. 1. 55 bn will be paid in cash and the balance Rs. 5 bn will be paid by issuing 9. 3 mn shares. This is a relatively small acquisition for Future Retail and the preferential issue of shares will result in a dilution of ~1. 9% on the expanded capital base.

Oct 17 ‐ Dec 17 15‐Nov‐17TATA MOTORS LIMITED

CCM ManagementResolution for approving the Scheme of Merger and Arrangement between Tata Motors Limited (“Company”) and TML Drivelines Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

FOR FORThe merger is being undertaken to streamline costs, and strengthen supply chain and back‐end operations, and simplify the holding structure to some extent. Shares held by Tata Motors Limited in TMLDL will be cancelled following the merger, there are no material impact of this transaction on Tata Motors’ shareholders.

Oct 17 ‐ Dec 17 27‐Nov‐17

DEWAN HOUSING FINANCE CORPORATION

Postal Ballot Management To appoint Mr. Harshil Mehta (DIN: 03038428) as a Director of the Company. FOR FORHarshil Mehta was appointed as the Chief Executive Officer (CEO) of DHFL on 16 January 2015 and the company now proposes to appoint him on the board as Joint Managing Director & Chief Executive Officer from 1 September 2017 for a period of five years, liable to retire by rotation.

Oct 17 ‐ Dec 17 27‐Nov‐17


Postal Ballot ManagementTo approve the appointment of Mr. Harshil Mehta (DIN:03038428) as the Whole Time Director (designated as Joint Managing Director and Chief Executive Officer) of the Company.

FOR FOR

Harshil Mehta was paid a remuneration of Rs 35. 7 mn (excluding the value of the ESARs) in FY17. His proposed remuneration is capped at a maximum of Rs 71. 7 mn and payouts for commission and ESARs will be decided by the NRC and the Board based on performance for the year. While the amount high, it includes the value of ESARs and we expect the board to be judicious with its payouts. The remuneration paid to him in the past is reasonable compared to the size and performance of DHFL and in line with that paid to peers.

Oct 17 ‐ Dec 17 27‐Nov‐17


Postal Ballot ManagementTo approve the revision in the terms of appointment and remuneration of Mr. Kapil Wadhawan (DIN: 00028528) – Chairman and Managing Director of the Company.

FOR FOR

Kapil Wadhawan was paid a remuneration of Rs 35. 2 mn in FY17. His proposed remuneration can go upto Rs 50. 0 mn as per oucalculations. While details of fixed pay have been provided, the commission is left to the discretion of the NRC / Board. As a good governance practice, we expect companies to cap the amount of commission payable. Nevertheless, we expect the company to remain judicious in paying remuneration. The remuneration paid to him in the past is reasonable compared to the size and performance of DHFL and in line with that paid to peers. The revised terms include a clause whereby Kapil Wadhawan shall not be liable to retire by rotation. We generally discourage such practice. In this case however, the balance contract is valid till 3 October 2020. This will provide shareholders the opportunity to vet the reappointment after a period of three years.

Oct 17 ‐ Dec 17 27‐Nov‐17


Postal Ballot Management To approve the alteration in the Articles of Association of the Company. FOR FOR

SEBI circular CIR/IMD/DF‐1/67/2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If fresh issuances maturing in a financial year need to be made in excess of the 17 ISINs permitted in that year then prior issue(s) under one or more of the existing ISINs need to be consolidated and reissued. However, to carry out such consolidation and re‐issuance of debt securities, SEBI’s (ICDR) Regulations requires an enabling provision in the AoA.

78

Oct 17 ‐ Dec 17 27‐Nov‐17


Postal Ballot ManagementApproval to keep the Register and Index of Members and Debenture holders along with the copies of Annual Return at a place other than the Registered office of the Company.

FOR FOR

DHFL seeks shareholder approval to keep register and index of members / debenture holders (on private placement / public issue basis) and copies of all the annual returns together with the certificates and documents as may be required at the main office of the company situated at DHFL House, Vile Parle (East), Mumbai – 400099 or at the office of respective registrar and share transfer agents: Link Intime India Pvt. Ltd. (for equity) and Karvy Computershare Pvt. Ltd. (for debentures).

Oct 17 ‐ Dec 17 5‐Dec‐17INDRAPRASTHA GAS LIMITED

Postal Ballot Management Re‐appointment of Shri S.S. Rao as an Independent Director of the company FOR AGAINST

SS Rao (DIN:01245772) is Chief Executive Officer of IDFC Infrastructure Finance Ltd. He has been associated with Indraprastha Gas for an extended tenure of 17 years. We believe the length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from SS Rao serving on its board, it should appoint him as non‐independent director.


Postal Ballot Management Re‐appointment of Shri V. ranganathan as an Independent Director of the company FOR FORProf. V Ranganathan (DIN:02860551) is the former Professor of IIM Bangalore. His appointment is in line with all statutory requirements.


Postal Ballot Management Re‐appointment of Shri Shantosh kumar Bajpai as an Independent Director of the company FOR FORSantosh Kumar Bajpai (DIN:00239324) has experience in fertilizer, telecom and oil and gas sector. His appointment is in line with all statutory requirements.

Oct 17 ‐ Dec 17 8‐Dec‐17AXIS BANK LIMITED

EGM Management

(i) upto 5,56,00,000 Investor 1 Equity Shares of Rs. 2/‐ each of the Bank to BC Asia Investments VII Limited(ii) upto 3,19,00,000 Investor 2 Equity Shares of Rs. 2/‐ each of the Bank to Integral Investments South Asia IV(iii) upto 4,00,00,000 Investor 3 Convertible Warrants to BC Asia Investments III Limited on a preferential basis in terms of the SEBI (ICDR) Regulations, 2009.

FOR FORThis will amount to a total of Rs 68. 5 bn assuming all warrants are converted. Aggregate funds raised (after issuances under all three resolutions) will be Rs 116. 2 bn and overall dilution post issue of equity shares will be 6. 7% and post conversion of warrants will be 8. 3%. The bank proposes to raise capital to support growth.


EGM Management

(i) upto 59,98,000 Investor 4 Equity Shares of Rs. 2/‐ each of the Bank to New World Fund, Inc.(ii) upto 2,26,884 Investor 5 Equity Shares of Rs. 2/‐ each of the Bank to Capital Group New World Fund (LUX)(iii) upto 53,08,000 Investor 6 Equity Shares of Rs. 2/‐ each of the Bank to American Funds Insurance Series – International Fund(iv) upto 4,28,72,967 Investor 7 Equity Shares of Rs. 2/‐ each of the Bank to EuroPacific Growth Fund(v) upto 5,65,899 Investor 8 Equity Shares of Rs. 2/‐ each of the Bank to American Funds Insurance Series – International Growth and Income Fund(vi) upto 27,86,000 Investor 4 Convertible Warrants to New World Fund, Inc.(vii) upto 1,05,385 Investor 5 Convertible Warrants to Capital Group New World Fund (LUX)(viii) upto 24,66,000 Investor 6 Convertible Warrants to American Funds Insurance Series – International Fundon a preferential basis, in terms of the SEBI (ICDR) Regulations, 2009

FOR FORThis will amount to a total of Rs 31. 9 bn assuming all warrants are converted. Aggregate funds raised (after issuances under all three resolutions) will be Rs 116. 2 bn and overall dilution post issue of equity shares will be 6. 7% and post conversion of warrants will be 8. 3%. The bank proposes to raise capital to support growth.


EGM ManagementIssue of upto 3,01,58,889 Promoter Investor Equity Shares of Rs. 2/‐ each of the Bank to Life Insurance Corporation of India, Promoter Investor (i.e. a promoter of the Bank) on a preferential basis, in terms of the SEBI (ICDR) Regulations, 2009.

FOR FOR

This will amount to a total of Rs 15. 8 bn. Aggregate funds raised (after issuances under all three resolutions) will be Rs 116. 2 bn and overall dilution post issue of equity shares will be 6. 7% and post conversion of warrants will be 8. 3%. The preferential allotment to LIC will enable the promoter to maintain its shareholding at 13. 8%, after the proposed capital raise in resolutions #and #2 above.

Oct 17 ‐ Dec 17 10‐Dec‐17

SREI INFRASTRUCTURE FINANCE LTD

Postal Ballot Management Special Resolution for adoption of new Articles of Association of the Company FOR AGAINSTSIFL proposes to alter its AoA to comply with the Companies Act 2013. The revised AoA provides certain overriding powers to thpromoters, which are susceptible to potential misuse and are prejudicial to the interest of minority shareholders.

Oct 17 ‐ Dec 17 12‐Dec‐17APL APOLLO TUBES LTD

Postal Ballot ManagementSpecial Resolution for issue of redeemable, noncumulative debentures under private placement basis

FOR FORThe proposed NCDs will be issued within the overall borrowing limits of Rs. 10 bn. APL Apollo Tubes Limited’s NCDs are rated ICRA A+/ Stable, which denotes adequate degree of safety regarding timely servicing of financial obligations.

Oct 17 ‐ Dec 17 12‐Dec‐17APL APOLLO TUBES LTD

Postal Ballot Management Special Resolution for appointment of Whole Time Director FOR FOR

Sharad Mahendra has more than 27 years of experience in automobiles, steel and chemical industry. The appointment of Sharad Mahendra as Whole‐time Director is in line with the statutory requirements. Although the company has not given the split between fixed and variable pay, the proposed remuneration of Rs. 32. 2 mn is commensurate with the size and complexity of the business and in line with the peers.

Oct 17 ‐ Dec 17 13‐Dec‐17PNB HOUSING FINANCE LIMITED

Postal Ballot Management Approval of ex‐gratia payment to the senior management. FOR FOR

Destimoney Enterprises Limited, Mauritius (DEL Mauritius) earlier held a 49% stake in PNB Housing via its Indian subsidiary, Destimoney Enterprises Limited, India (DEL‐ India), which it sold to Quality Investment Holdings, Mauritius. It proposes to distribute a portion of its gains from the transaction to certain senior management personnel of PNB Housing. The proposition aligns employee goals with the interests of non‐promoter shareholders. Further, the company will not bear the burden of such rewards. We raise concerns over the lack of disclosure on the number of employees being covered under the scheme, the basis of their selection and the method used to arrive at the amount of payment.

Oct 17 ‐ Dec 17 13‐Dec‐17PNB HOUSING FINANCE LIMITED

Postal Ballot Management Approval of payment of commission to Independent Directors. FOR FOR

The company proposes to pay up to 0. 25% of net profit as commission to Independent Directors annually for a period of five years. PNB Housing has not paid any commission to the Independent Directors in past. The proposed commission is reasonable compared to the size and complexity of the firm. We expect companies to cap the absolute amount of commission payable to its Independent Directors.

Oct 17 ‐ Dec 17 16‐Dec‐17MAHINDRA & MAHINDRA LTD

Postal Ballot ManagementOrdinary Resolution for Issue of Bonus Ordinary (Equity) Shares in the proportion of 1:1, i.e. 1 (One) Bonus Ordinary (Equity) Share of Rs. 5 each for every 1 (One) fully paid‐up Ordinary (Equity) Share of Rs. 5 each of the Company held by the Members as on the Record Date.

FOR FORPost the issuance of bonus equity share, the paid‐up equity share capital of the company will increase to Rs. 6. 2 bn comprising 1,243. 2 mn equity shares of Rs. 5. 0/‐ each. Rs. 3. 1 bn will be capitalized from the reserves of the company. Bonus issuance will increase the liquidity of the equity shares with higher floating stock.

Oct 17 ‐ Dec 17 21‐Dec‐17TVS MOTOR CO LTD

Postal Ballot Management Approving the adoption of new set of Articles of Association of the Company FOR AGAINST

The company proposes to adopt a new set of Articles of Association (AoA) by deleting/ amending the references to various sections and schedules and substitute them with the provisions of the Companies Act, 2013. The company has uploaded the draft AoA on its website. However certain clauses of the AoA are prejudicial to minority shareholders and the company must consider revising its AoA to modify or delete these clauses.


Postal Ballot ManagementApproving the re‐appointment of Mr Sudarshan Venu as Joint Managing Director of the company for a further period of five years commencing from 1st February 2018

FOR FOR

The proposed remuneration structure is broadly similar to his current structure. His estimated FY18 remuneration of Rs. 141. 9 mn is in line with peers and commensurate with the size and complexity of the business. The commission structure is open‐endeand at the discretion of the board – we expect companies to cap the absolute commission payable to directors. In FY17, Sudarshan Venu was paid Rs. 102. 5 mn as aggregate remuneration from TVS Motor and Rs. 2. 9 mn from Sundaram‐Clayton Limited, where he also holds an executive position. We do not encourage directors to hold executive position in more than one company, and expect Sudarshan Venu to vacate one of his two executive positions.


Postal Ballot ManagementApproving the appointment of Mr Rajesh Narasimhan, Director for holding office or place of profit.

FOR FOR

Rajesh Narsimhan, 51, will be paid SGD 1. 2 mn (Rs. 57. 8 mn) per annum in addition to a joining or performance bonus to be decided by the board of directors of the subsidiary. The company should have disclosed the details of the additional joining/performance bonus proposed to be paid to him. Notwithstanding, he is a professional with expertise in technology oriented roles and his proposed remuneration is in line with peers.

79

Jan 18 ‐ Mar 18 5‐Jan‐18

Dewan Housing Finance Corporation Limited (INE202B07CS7)

Debenture Holders Meeting

Consent of the debenture‐holders be and is hereby granted to the Company to buy back, re‐issue and/ or consolidate the Debentures issued by the Company on private placement basis, in full or in part, in one or more tranches, prior to its maturity including on a selective basis, as and when required by the Company

FOR FOR Ok with the consent

Jan 18 ‐ Mar 18 5‐Jan‐18

Dewan Housing Finance Corporation Limited (INE202B07951)

Debenture Holders Meeting

Consent of the debenture‐holders be and is hereby granted to the Company to buy back, re‐issue and/ or consolidate the Debentures issued by the Company on private placement basis, in full or in part, in one or more tranches, prior to its maturity including on a selective basis, as and when required by the Company

FOR FOR Ok with the consent

Jan 18 ‐ Mar 18 18‐Jan‐18ULTRATECH CEMENT LIMITED

Postal BallotIncrease in limits for investment in the equity share capital of the Company by Registered Foreign Portfolio Investors including Foreign Institutional Investors from 30% to 40%.

FOR FOR This resolution will enable FPIs to further invest in the company.

Jan 18 ‐ Mar 18 19‐Jan‐18DR REDDY'S LABORATORIES LTD

Postal BallotSpecial Resolution to consider and approve amendment to the "Dr Reddy's Employees stock option scheme, 2002 and "Dr Reddy's Employees ADR stock option scheme, 2007.

AGAINST AGAINST

The company is proposing to increase the number of stock options to be granted under the ESOP schemes by 1. 1 mn, at an exercise price of Rs. 5 (face value). Further the exercise price for some of the un‐granted options under the current schemes is also being changed to Rs. 5 (from market price earlier). We do not favor stock option schemes where the exercise price is at a significant discount to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of an ESOP scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Through this amendment, the downside risk is protected and is left largely to the discretion othe board (as the vesting criteria is to be decided by the board).


Postal BallotSpecial Resolution to consider and approve grant of additional stock option to Employees of subsidiaries of the company .

AGAINST AGAINSTThrough a separate resolution, the company proposes to grant stock options to employees of subsidiaries from the additional pool of 1. 1 mn stock options. Our view on this resolution is linked to our opinion on resolution #1.


Postal Ballot

Ordinary Resolution to consider and approve appointment of Mr. Akhil Ravi, a related party, to official to space of profit in terms of section 188(1)(f) read with rule 15(3)(b) of the companies ( Meeting of bord and its powers ) Rules 2014, as amended and other applicable provisions, if any. of the companies act, 2013 and the rules made thereunder.

FOR FOR

Akhil Ravi, aged around 32 years, is the son‐in‐law of G. V Prasad, promoter MD and CEO of the company. He is a graduate in Chemical Engineering from IIT, Bombay, and has completed his MBA from ISB, Hyderabad. He is presently working as an Engagement Manager with McKinsey & Company, where he has led sales and channel transformations across cement, insurance and telecom sectors. His proposed remuneration of ~Rs. 6. 6 mn is commensurate with the nature of his responsibilities and, as clarified by the company, is in line with his experience and the remuneration drawn from his previous employer.

Jan 18 ‐ Mar 18 19‐Jan‐18HDFC BANK LIMITED

EGMRaising of additional equity share capital through Qualied Institutions Placement/ American Depository Receipts Program/ through any other permissible mode

FOR FORAt the assumed floor price of Rs 1841. 58 (as disclosed by the Bank), HDFC Bank will issue 130. 3 mn shares and raise Rs 240. 0 bn. This will dilute existing shareholders by 4. 8%. The funds infused are needed by the bank to further future growth plans while maintaining its capital adequacy levels in line with RBI requirements.


EGMApproval of related party transaction relating to issue of equity shares to the Promoters on a preferential basis

FOR FORAs a matter of abundant precaution, the company seeks shareholders’ approval for related party transaction of issuance of equity on preferential basis to promoters, HDFC Ltd. As proposed in Resolution # 3.


EGM Issue of equity shares to the Promoters on a preferential basis FOR FORThe issue of shares and future ESOPs (of the Bank) will dilute the promoter HDFC Ltd. ’s stake. To maintain promoter stake the Bank proposes to make a preferential allotment to the promoters of upto Rs 85. 0 bn, within the overall limit of Rs 240. 0 bn. HDFC Ltd. ’s holding will go up marginally and also factors in ESOPs in future.

Jan 18 ‐ Mar 18 21‐Jan‐18CAPITAL FIRST LIMITED

Postal Ballot To approve formation of CMD Stock option scheme viz. 'CMD Stock option scheme ‐ 2017 ' . FOR FOR

The company proposes to award its CMD, V. Vaidyanathan upto 1. 5 mn options at Rs. 799. 85. This is a ~15% premium to the current market price and the vesting will be over a period of five years. This scheme will ensure the linkage of his compensation with the overall performance of the company and incentivise V Vaidyanathan’s participation in the company’s future growth. The expected dilution on conversion of options will be ~1. 5%. Based on fair value, the issuance of options will result in an annual expenditure of ~ Rs. 68. 9 mn, which is 2. 9% of FY17 PAT.


Postal BallotTo approve Grant of Stock option exceeding more than 1% of paid up capital under CDM stock option scheme ‐ 2017 .

FOR FORAs the company proposes to issue upto 1. 5 mn options (1. 5% of paid‐up capital) under CMD Stock Option Scheme ‐ 2017 to V. Vaidyanathan, the company seeks shareholders’ approval to grant him stock options exceeding 1% of paid‐up share capital.


Postal BallotTo approve re‐appointment of Mr . Dinesh Kanabar ( DIN 00003252 ) as non ‐ Executive independent Director of the copmpany .

FOR FORDinesh Kanabar is the Founder and CEO of Dhruva Advisors. He was appointed as an Independent Director on 6 January 2015 for three years. The company proposes to reappoint him for another five years, w. E. F. 6 January 2018. His reappointment as an independent director for five years is in line with the statutory requirements.

Jan 18 ‐ Mar 18 24‐Jan‐18DALMIA BHARAT LTD

CCM ShareholderTo approve the Scheme of Arrangement and Amalgamationamongst Odisha Cement Limited, Dalmia Bharat Limited and Dalmia Cement (Bharat) Limited and their respective shareholders and creditors.

FOR FOR

In order to streamline its structure and consolidate operations, Dalmia Bharat Limited (DBL) proposes to merge into OCL India Limited, a 74. 7% listed (step‐down) subsidiary. Post‐merger, the combined entity will be renamed to Dalmia Bharat Limited. Dalmia Cement (Bharat) Limited, a 100% subsidiary, will be the holding company for the cement operations of the group. DBL is restructuring and consolidating its operations. The merger will help simplify the operating structure and create one listed entity. Further, all the cement operations will be consolidated into one single operating cement company, leading to better synergies. The consideration paid by OCL India Limited is in line with the market value of Dalmia Bharat Limited.

Jan 18 ‐ Mar 18 29‐Jan‐18JM FINANCIAL LTD

Postal Ballot

To authorise the Board of Directors (the Board) to issue Securities, for an aggregate amount of up to Rs. 650 Crore (Rupees Six Hundred Fifty Crore Only) by way of a public issue, preferential allotment, private placement or a rights issue, including a qualified institutions placement or through any other permissible mode and/or combination thereof as the Board may deem appropriate, by way of issue of equity shares or by way of issue of any instrument or security including fully/partly convertible debentures, global depository receipts, american depository receipts, foreign currency convertible bonds, or by way of a composite issue of non‐convertible debentures and warrants entitling the warrant holder(s) to apply for equity shares or any other eligible securities or any combination of Securities, withor without premium.

FOR FORAt current market prices, JM Financial Ltd. Will issue ~ 41. 5 mn shares to raise Rs 6. 5 bn, which will dilute existing shareholders by 4. 94%. JMFL as a parent company needs to support the long‐term capital requirements or financial needs of its operating subsidiaries for future expansion.

Jan 18 ‐ Mar 18

01/Feb/18 Timken India Ltd.

CCM Management Approval of Amalgamation and Arrangement between ABC Bearings LTD (Transferor Company) and Timken India LTD (Transferee Company) and their respective shareholders and creditors and related matters thereto.

FOR FOR While Timken’s offer is at a 77% premium to ABC’s market capitalization (on the date of announcement), the consideration is in line with peers. ABC has significant unutilized manufacturing capacities, which can be utilized by Timken. Further, the merger will allow Timken to utilize the incremental capacity to service the export markets, where it has a significant presence. It will also increase the breadth of products Timken will be able to offer.

Jan 18 ‐ Mar 1804/Feb/18 Centrum

Capital Ltd.Postal Ballot Issue of convertible warrants on preferential basis FOR FOR

Jan 18 ‐ Mar 1804/Feb/18 Centrum

Capital Ltd.Postal Ballot To raise funds through issue of securities FOR FOR

Since the company is in growth phase it need to raise more capital and we are ok with it

80

Jan 18 ‐ Mar 18

19/Feb/18 Motilal Oswal Financial Services

Postal Ballot Transfer of lending business of the Company by way of slump sale as ‘going concern’ to a wholly owned subsidiary of the Company.

FOR FOR Following the amalgamation of Motilal Oswal Securities Limited (MOSL), a wholly owned subsidiary, with itself, the company will need to divest its lending business to meet regulatory requirements. The company proposes to transfer its lending business with a loan book size of Rs. 57. 5 bn, through a slump sale, to its wholly owned subsidiary for a consideration of Rs. 500 million. We support the proposal as it is being undertaken to meet regulatory requirements, and the restructuring does not have any impact on the economic interest of shareholders.

Jan 18 ‐ Mar 18

20/Feb/18 Motilal Oswal Financial Services

CCM Resolution approving the Scheme of Amalgamation of Motilal Oswal Securities Limited with Motilal Oswal Financial Services Limited and their respective shareholders pursuant to Sections 230 to 232 of the Companies Act, 2013.

FOR FORThe capital structure and shareholding pattern of MOSL Limited post the merger will remain the same since the entire share capital held by it in MOSL will be cancelled. There will be no payment of consideration/ issue of shares by MOFSL and hence no dilution for public shareholders. The merger will enable the company to simplify its holding structure and improve its operational efficiency, administrative convenience and economic management.

Jan 18 ‐ Mar 1820/Feb/18 Teamlease

Services Limited

Postal Ballot Increase in the limit of investment by FII/FPI from 24% to 75% FOR FOR The present shareholding of FIIs and FPIs is currently ~24. 6% (on 31 Dec 2017), which has breached the existing 24% threshold. The company proposes to increase this shareholding limit to 74%, to allow foreign investors to acquire further stake in the company.

Jan 18 ‐ Mar 18

03-Mar-18 Dewan Housing Finance Corporation Ltd

Postal Ballot Management To approve amendment to the Dewan Housing Finance Corporation Limited Employee Stock Appreciation Rights Plan 2015 by way of increasing the number of equity shares that can be allotted thereunder upon exercise of options

FOR FOR Dewan Housing Finance Ltd. (DHFL) has issued 86% of the 10. 3 mn ESARs approved by shareholders in February 2015. The company now seeks shareholder approval to increase this number to 26. 8 mn, all other terms and conditions remaining the same. In the past DHFL has granted the options at various prices ranging from 31% discount to market price to current market price (ESARs granted till date have been at an average 8. 3% discount to market price) Assuming grant price at 8. 3% discount to current market price of Rs. 524. 55 per share and a vesting period of four years (as has been in the past), the company will expense Rs. 191. 3 mn per annum (or 1. 6% of FY17 PAT – before exceptional items). However, if grants are at face value, DHFL will need to expense Rs 2. 3 bn per annum (or 18. 8% of FY17 PAT – before exceptional items).

Jan 18 ‐ Mar 18

03-Mar-18 Weizmann Forex Ltd

Postal Ballot To raise funds by issueing securities AGAINST AGAINST The company proposes to issue securities like equity shares, GDRs, ADRs, up to Rs. 5.0 bn. At current market price of Rs. 1037.45 per share, in order to raise Rs.5.0 bn, 4.8mn fresh equity shares need to be allotted. Assuming the entire amount is raised, this will result in equity dilution of 29.4% on the post–issuance share capital, which is high. We expect companies to disclose clear plans for utilization of funds before seeking approvals

Jan 18 ‐ Mar 18

07‐Mar‐18 L&T Finance Holdings Ltd

Postal Ballot Management Issuance of equity shares through qualified institutionalplacement for an aggregate consideration of up to Rs 10,000 million.

FOR FOR The issue of shares as proposed in resolution #1 will dilute the promoter L&T’s stake. To maintain the promoter stake, the company proposes to make a preferential allotment to L&T of up to Rs. 20. 0 bn. The overall dilution on account of both issues will be 8. 1% of the expanded capital base. Post the issue, there will be a marginal increase in L&T’s holding in the company.

Jan 18 ‐ Mar 1807‐Mar‐18 L&T Finance

Holdings LtdPostal Ballot Management Issuance of equity shares on a preferential basis to Larsen & Toubro Limited, Promoter, for an

aggregate consideration of up to Rs 20,000 million.FOR FOR Assuming the QIP is at the same price as that of the preferential issue in Resolution #2, the company will issue 53. 9 mn shares at

Rs. 185. 51 to raise Rs. 10. 0 bn. The dilution on account of issue of equity shares will be 2. 9%. The overall dilution on account of both issues (resolution #2) will be 8. 1% of the expanded capital base.

Jan 18 ‐ Mar 18

09‐Mar‐18 Bajaj Finance Ltd

Postal Ballot Increase in the borrowing powers of the Company FOR FOR As on 30 September 2017, BFL had a debt of Rs. 528. 9 bn as against a networth of Rs. 150. 2 bn. BFL is well capitalized ‐ its overall capital adequacy ratio of 24. 8% is much higher than RBI’s minimum requirement of 15%. Further, BFL’s debt is rated CRISIL AAA/Stable/CRISIL A1+, which indicates the highest degree of safety regarding timely servicing of financial obligations.

Jan 18 ‐ Mar 1809‐Mar‐18 Bajaj Finance

LtdPostal Ballot Creation of charge/security on the Company’s assets with respect to borrowing: FOR FOR The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans.

Jan 18 ‐ Mar 18

10‐Mar‐18 Sintex Plastics Technology Limited

Postal Ballot Increase in Authorised Share Capital and alteration to the Memorandum of Association of the Company

FOR FOR The present authorized share capital of Sintex Plastics Technology Limited (SPTL) is Rs. 650 mn divided into 650 mn equity shares of Re. 1 each. The company proposes to increase the authorized share capital to Rs. 760 mn divided into 760 mn equity shares. The increase in authorized capital would also require consequential amendments to the existing Clause V of the Memorandum oAssociation of the company. The increase in the authorized share capital is to facilitate preferential issue of warrants to the promoter group company, Star Line Leasing Limited.

Jan 18 ‐ Mar 18

10‐Mar‐18 Sintex Plastics Technology Limited

Postal Ballot Preferential issue of Warrants convertible into fully paid‐up equity shares under sections 42 and 62 of the Companies Act, 2013

FOR FOR Star Line Leasing Limited is controlled by Amit Patel, Managing Director of SPTL. As a policy, we do not support warrants to promoters, since it allows promoters to ride the stock price for an 18‐month period. Nevertheless, we support this resolution because the proposed warrants are at a premium to current market price, and the management has committed that these will be fully subscribed by June 2018 – well before the completion of the 18‐month period.

Jan 18 ‐ Mar 18

13‐Mar‐18 Bank Of Baroda

EGM Issue of Equity Shares on Preferential basis to Government of India (GOI) FOR FOR The issue price of Rs 157. 46 per share is at a 11. 9% premium to the current market price (Rs. 145. 6 closing price on 21 Februar2018). Existing shareholders will get diluted by 12. 9%. We believe GoI’s equity infusion is necessary to support growth and the bank’s capital adequacy levels. Bank of Baroda’s CRAR as on 31 December 2017 was 11. 55%.

Jan 18 ‐ Mar 18

15‐Mar‐18 RPP Infra Projects Limited

EGM Increase in Authorized Share Capital FOR FOR To meet its growth objectives, the company may be required to raise long term resources by issuing securities. The existing authorized share capital of the company may not be sufficient for further issues. The company proposes to increase the authorized share capital to Rs. 340 mn divided into 34 mn equity shares. The increase in authorized capital would also require consequential amendments to the existing Clause V (A) of the Memorandum of Association of the company.

Jan 18 ‐ Mar 18


EGM Issue of Equity Shares on a Preferential Basis FOR FOR The issue of shares as proposed in resolution #3 will dilute the promoter’s stake. To maintain the promoter stake, the company proposes to make a preferential allotment of up to Rs. 34. 8 mn. The overall dilution on account of both issues will be 22. 2% of the expanded capital base. Post both the issues, A. Nithya’s holding in the company will decrease marginally from 24. 7% to 23. 2%.

Jan 18 ‐ Mar 18


EGM Issue of Equity Shares under the provisions of Sections 23, 42 and 62 the Companies Act, 2013

FOR FOR Assuming the QIP is at the same price as that of the preferential issue in Resolution #2, the company will issue ~5. 3 mn shares at Rs. 282. 47 to raise Rs. 1. 5 bn. The dilution on account of issue of equity shares will be 19%. The overall dilution on account of both issues (resolution #2) will be 22. 2% of the expanded capital base. Although the expected dilution is high, the company may need to issue equity shares to meet its long term working capital requirements. Nevertheless, we believe the company must provide more granular information on the use of funds raised from the proposed equity issuance.

Jan 18 ‐ Mar 18

17‐Mar‐18 Security And Intelligence ServicesIndia Limited

Postal Ballot Special Resolution ‐ Issue of Secured Redeemable Rated Listed Non‐ConvertibleDebentures upto INR 500 Crores on private placement basis in one or more tranches

FOR FOR Non‐convertible debentures (NCDs) issued on private placement basis are a significant source of borrowings for the company. The company has a long‐term credit rating of ICRA A+/Stable, which denotes adequate degree of safety regarding timely servicing of debt obligations. The proposed issuance will be within the borrowing limit of Rs. 15 bn.

Jan 18 ‐ Mar 18


Postal Ballot Special Resolution – Giving loans, guarantees, providing security and/or acquiring the securities of any other body corporate upto INR 1,200 Crores.

AGAINST AGAINST The company is seeking shareholder approval for inter‐corporate transactions upto Rs. 12 bn. The proposed intercorporate limit is significantly higher than the outstanding transactions of Rs. 5. 3 bn. The company has not disclosed the nature of transactions, name of recipient parties and the financial health (including interest rate on advances) of the body corporates it may invest in. In absence of adequate information, it is not possible to assess the impact on the company.

Jan 18 ‐ Mar 18


Postal Ballot Special Resolution ‐ Creation of charge by way of mortgage/hypothecation on the movable and immovable properties of the Company, both present and future, in respect of the borrowings upto INR 1,500 Crores.

FOR FOR Secured loans have easier repayment terms, less restrictive covenants and marginally lower interest rates.

81

Jan 18 ‐ Mar 18

17‐Mar‐18 Techno Electric And Engineering Ltd

CCM Management Approval of the Scheme of Amalgamation of Techno Electric & Engineering Company Limited with Simran Wind Project Limited

FOR FOR Simran Wind Project Limited (SWPL) was acquired by Techno Electric and Engineering Company Limited (Techno) from Suzlon Energy Limited’s promoters in 2009. SWPL was held as a separate entity to facilitate investments by external investors seeking exposure to renewable energy investments. The external investors’ have since been bought over by Techno. The merger will simplify the holding structure and improve operational efficiency. Since the reverse merger is with a wholly‐owned subsidiary, there will be no impact on consolidated financials.

Jan 18 ‐ Mar 18

18‐Mar‐18 Future Retail Ltd

Postal Ballot To approve sale of equity shares of Hypercity Retail (India) Limited (“HRIL”), a wholly owned subsidiary of the Company

AGAINST AGAINST As part of the company’s restructuring plan, the retail business of HRIL will be merged into FRL with the intent to consolidate the company’s retail operations. Subsequently, the company will sell its stake in HRIL, which includes the property options business, at a consideration not less than its fair value. As the company has not disclosed any details on the quantum it will receive from the sale, it is not possible to ascertain the value of the business and the fairness of the transaction.

Jan 18 ‐ Mar 18

20‐Mar‐18 Ruchira Papers Ltd.

Postal Ballot Approval/increase in maximum aggregate value for material related party transactions. FOR FOR The company has indicated that the proposed transactions are in the ordinary course of business and will have arm’s length pricing. The proposed limits are significantly higher than the current level of related party transactions: in FY17, such transactions aggregated Rs. 0. 60 bn. The company proposed to increase capacities through expansion and debottlenecking for which it needs a higher limit. We support the resolution since the transactions are operational in nature. Shareholders should engage with the company to understand the ownership structure of the related parties and whether the partnership firms can be converted into limited companies.

Jan 18 ‐ Mar 1828‐Mar‐18 Minda

Industries LtdPostal Ballot To approve transfer of Business/Assets of 2 Wheeler (2W) Lighting Division, Rasoi Sonepat to

the wholly owned subsidiary ,Rinder India Private Limited(RIPL)FOR FOR There is inadequate clarity on the size of the two‐wheeler lighting business or how RIPL will fund the purchase of assets.

Notwithstanding, as the transfer is to a wholly‐owned subsidiary, there will be no impact on consolidated financials, nor on the economic interest of shareholders.

Jan 18 ‐ Mar 18

28‐Mar‐18 Minda Industries Ltd

Postal Ballot To re‐appont Mr.Nirmal K Minda, as Chairman and Managing Director of the Company and to fix his remuneration

FOR FOR Nirmal Minda’s estimated FY19 remuneration of Rs. 93. 1 mn is in line with peers. A large proportion (over 50%) of his estimated remuneration is variable – thus linking pay to company performance. The commission structure of upto 3% of net profits is open‐ended – as the company grows in size, it must consider setting a cap in absolute amounts on the variable components of the remuneration structure.

Jan 18 ‐ Mar 18

29‐Mar‐18 Centrum Capital Ltd

Postal Ballot Amendment in the CCL‐ Employee Stock Option Scheme 2017 of the Company AGAINST AGAINST The amendments propose to shorten the vesting period to one year from five years, and the exercise price from 9 years to 5 years from the date of the grant. This will accelerate the costs associated with the stock options, which are being granted at a deep discount to market price (at Rs. 12. 50). We generally do not support modifications to existing stock option schemes nor encourage stock options to be granted at a deep discount to market price. Further, if all 24. 6 mn options are granted immediately at Rs. 12. 5 per share (vesting period of 1 year), the company will expense ~ Rs. 1. 2 bn in the year, which is higher than the PAT of Rs 0. 3 bn for FY17.

Jan 18 ‐ Mar 18

29‐Mar‐18 Centrum Capital Ltd

Postal Ballot Approval for CCL ‐ Employee Stock Option Scheme 2018 AGAINST AGAINST Centrum Capital has not disclosed the exercise price of the scheme to be implemented through the trust route. In November 2017 ESOS were at Rs 12. 5 per option which was at significant discount to market price. Assuming ESOS2018 are issued at face value, the cost will be ~ Rs 1. 2 bn in the year or ~ Rs 0. 3 bn over 5 years which is equal to the FY17 PAT. We do not favor stock option schemes where the exercise price is at a significant discount to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of an ESOP scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected by issuing options at a significant discount.

Jan 18 ‐ Mar 1829‐Mar‐18 Centrum

Capital LtdPostal Ballot Grant of options to the employees of the Subsidiary Company(ies) of the Company under CCL

–Employee Stock Option Scheme 2018

AGAINST AGAINST The company proposes to extend the ESOS2018 scheme to the employees of its subsidiary companies.

82

The Board of Directors,BOI AXA Investment Managers Pvt. Ltd. BOI AXA Trustee Services Pvt. Ltd.B/204, Tower 1, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel (East). Mumbai - 400 013

We have been requested by BOI AXA Mutual Fund (“the Mutual Fund”), having its registered office at B/204, Tower 1, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel (East), Mumbai 400013 to certify the voting reports disclosed by them on their website, in terms of a SEB I Circular CIR / IMD/ DF/ 05 /2014 dated March 24, 2014, for the purpose of onward submission to Trustees of the Mutual Fund.

1. The compliance with the requirements of the SEBI Circular and approved Corporate Governance Policy (effective from June 30,2011 and uploaded on mutual fund website) is responsibility of the management of the Mutual Fund.

2. The following documents / details /information have been furnished to us by the Mutual Fund:

i. Quarterlyvotingreportsdisclosedonmutualfundwebsiteforfinancialyear2017-18.

ii. Voting data and supporting documents maintained by the Mutual Fund relating to the votes cast during the year 2017 -2018.

iii. Internal communication for exercising voting rights.

3. We have performed the following procedures:-

i. We have reviewed the voting data and supporting documents maintained by the Mutual Fund. The details are provided asper Annexure to the certificate.

ii. We have reviewed screenshots of mutual website post upload of voting data to ensure that voting reports were disclosedon the Mutual Fund’ s website (in a spreadsheet format) on a quarterly basis within 10 working days from the end of the relevant quarter.

iii. We have reviewed whether the contents of the voting reports are matching with the supporting documents maintained bythe Mutual Fund.

4. We have performed the above mentioned procedures in accordance with the Guidance Note on Audit Reports and Certificatesfor Special Purposes issued by the Institute of Chartered Accountants of India (“ICAI”).

5. Based on the procedures performed by us as stated above, and according to the information & explanations provided to us by theAMC, we certify that:

i. Voting reports for all the quarters of financial year 2017-1 8 disclosed on the Mutual Fund’s website are in accordance withthe format prescribed in the circular.

ii. Voting reports were disclosed on the Mutual Fund’s website (in a spreadsheet format) on a quarterly basis within 10 workingdays from the end of the relevant quarter.

iii. Contents of the voting reports are matching with the supporting documents maintained by the Mutual Fund.

6. We have not reviewed whether the voting reports cover all relevant investee Companies and the voting decisions taken by themanagement of the Mutual Fund. Further, we have not reviewed the appropriateness of the voting decisions taken by themanagement of the Mutual fund.

7. This Certificate is issued solely for the purpose of onward submission to the Trustees of the BOI AXA Mutual Fund. This Certificatemay not be useful for any other purpose. Haribhakti & Co. LLP shall not be liable to the Mutual Fund or to any other concerned, for any claims, liabilities or expenses relating to this assignment, except to the extent of fees relating to this assignment.

Thanking you.

For Haribhakti & Co. LLP Chartered Accountants

Firm Registration No: 103523 W

Sd/-Mumbai Vikas Gupta

Partner - Risk and Advisory Services [ICAI Membership Number: 13071 2]

ANNEXURE III

83

Summary of votes cast by the Mutual Fund during the financial year 2017- 2018:

Quarter Total no. of Resolutions

Break-up of Vote decision Samples Verified

For Against Abstained

1stQuarter(Apr-Jun2017) 66 58 3 5 53

2ndQuarter(Jul-Sep2017) 903 745 45 113 145

3rdQuarter(Oct-Dec2017) 26 23 3 0 12

4thQuarter(Jan-Mar2018) 43 35 8 0 17

Total 1038 861 59 118 227

ANNEXURE

84

85

86

87

88

89

90

91

92

93

94

95

96

97

98

99

100

101

102

103

104

105

106

107

108

109

110

111

112

113

114

115

116

117

118

119

120

121

122

123

124

125

126

127

128

129

130

131

132

133

KEY STATISTICS

134

135

136

137

138

139

140

141

142

143

144

145

146

147

148

149

150

151

152

153

154

155

156

157

158

159

160

161

162

163

164

165

KEY STATISTICS

73

Risk Factors

Disclaimer from CRISIL:

This rating indicates that the proposed portfolio holdings of BOI AXA Liquid Fund will provide “very strong” protection against losses due to credit defaults. CRISIL’s rating is not an opinion on BOI AXA Investment Managers Private Limited (“AMC”) willingness or ability to make timely payments to investors. The rating is also not an opinion on the stability of the Schemes Net Asset Value (NAV), as the NAV could vary with developments in the market.

Disclaimer from ICRA:

For Liquid Scheme:

This rating indicates that the proposed portfolio holdings of BOI AXA Liquid Fund will provide “very strong” protection against losses due to credit defaults. ICRA’s rating is not an opinion on BOI AXA Investment Managers Private Limited (“AMC”) willingness or ability to make timely payments to investors. The rating is also not an opinion on the stability of the Schemes Net Asset Value (NAV), as the NAV could vary with developments in the market. The rating should however, not be construed as an indication of the performance of the Mutual Fund scheme or of volatility in its returns.

For Capital Protection Fund - Series 2-5:

The rating indicates highest degree of safety regarding timely receipt of payments from the investments that the Scheme has made. The conditional rating is subject to the Scheme receiving the regulatory approvals and fulfilment of all conditions specified in the structural provisions by ICRA. The ratings should, however, not be construed as an indication of expected returns, prospective performance of the Mutual Fund Scheme, NAV or of volatility in its returns. ICRA reserves the right to suspend, withdraw or revise the above rating at any time on the basis of new information or unavailability of information or such other circumstances, which ICRA believes, may have an impact on the rating assigned to the Scheme. The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the units issued by the Scheme. The rating is restricted to BOI AXA Capital Protection Oriented Fund- Series 2-5 only. ICRA does not assume any responsibility on its part, for any liability, that may arise consequent to the AMC/ Mutual Fund not complying with any guidelines or directives issued by SEBI or any other mutual fund regulatory body.

Disclaimer from NSE (For Listed Scheme): It is to be distinctively understood that the permission given by NSE should not in any way be deemed or construed that the SID has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Draft Scheme Information Document/SID. The investors are advised to refer to the SID for the full text of the Disclaimer clause of NSE.

Mutual Fund investments are subject to market risks, read all scheme related documents carefully.

166

74

THIS PAGE IS INTENTIONALLY LEFT BLANK

167

75


168

76


169

BOI AXA Investment Managers’ Branches - Investor Service Centers (ISC's)

• Ahmedabad - Shop No.:- 405, 4th Floor, Zodiac Plaza, H. L. College Road, Navrangpura, Ahmedabad - 380 009. • Bangalore - 957, Regus Business Centre, Bangalore Pvt. Ltd., Level 9, Raheja Towers, 26 - 27, Mahatma Gandhi Road, Bangalore - 560 001. • Bhopal - F. F. 16, Part B, Mansarover Complex, Near Habibganj Railway Station, Bhopal - 462 016. • Chandigarh - 205, Megabyte Business Centre, SCO-333-334, Ist Floor, Sec-35B Chandigarh - 160 022. • Chennai - Cabin No. 203, Apeejay Business Center No: 39/12, Haddows Road, Nungambakkam, Chennai - 600 034. • Hyderabad - Cabin No. 23, Apeejay Business Centre, Tresorie, The Park, 22 Rajbhavan Road, Somajiguda, Hyderabad - 500 082. • Jaipur - Office no.154, 1st Floor, Ganpati Plaza,M I Road, Jaipur - 302 001. • Kolkata - Cabin 06, Block - A, 8th Floor, Apeejay House, 15 Park Street, Kolkata - 700 016. • Lucknow - Office No-504, 5th Floor, Sriram Tower, 13 Ashok Marg, Hazratganj, Lucknow - 226 001. • Mumbai - B/204, Tower 1, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013. • New Delhi - Room No. 610, Avanta Business Center, 4th Floor, Statesman House, Barakhamba Road, Connaught Place, New Delhi - 110 001. • Pune - Apeejay Business Centre, 1st Floor, Pride House, S.No. 108/7, Shivajinagar, University Road, Pune - 411 016. • Vadodara - 118, 1st Floor, Siddharth Complex, R C Dutt Road, Alkapuri, Vadodara - 390 005.

Karvy Computershare Private Limited Branches - Investor Service Centers (ISC's)

• Agra: 1st Floor, Deepak Wasan Plaza, Behind Holiday Inn, Sanjay Place, Agra - 282 002. • Ahmedabad: 201/202, Shail Complex, Opp: Madhusudan House, B/H Girish Cold Drink, Off C G Road, Navrangpura, Ahmedabad - 380 006. • Akola: Yamuna Tarang Complex, Shop No 30, Ground Floor, N.H. No- 06, Murtizapur Road, Opp Radhakrishna Talkies, Akola - 444 004. • Allahabad: Rsa Towers, 2nd Floor, Above Sony Tv Showroom, 57, S P Marg, Civil Lines, Allahabad - 211 001. • Ambala: 6349, Nicholson Road, Adjacent Kos Hospital, Ambala Cant, Ambala - 133 001. • Amritsar: 72-A, Taylor'S Road, Opp Aga Heritage Club, Amritsar - 143 001. • Anand: B-42, Vaibhav Commercial Center, Nr Tvs Down Town Shrow Room, Grid Char Rasta, Anand - 380 001. • Andheri: 6 & 7, 131 Andheri Industrial Estate, Veera Desai Road, Andheri (West), Mumbai - 400 053. • Asansol: 114/71, G T Road, Bhanga Panchil, Near Nokia Care, Asansol - 713 303. • Aurangabad: Ramkunj Niwas, Railway Station Road, Near Osmanpura Circle, Aurangabad - 431 005. • Bangalore: 59, Skanda Puttanna Road, Basavanagudi, Bangalore - 560 004. • Baroda: 203, Corner Point, Jetalpur Road, Baroda - 390 007. • Belgaum: Cts No 3939/ A2 A1, Above Raymonds Show Room, Beside Harsha Appliances, Club Road, Belgaum - 590 001. • Bhagalpur: 2nd Floor, Chandralok Complex, Ghantaghar, Radha Rani Sinha Road, Bhagalpur - 812 001. • Bhavnagar: 303, Sterling Building, Above HDFC Bank, Waghawadi Road, Bhavnagar - 364 001. • Bhopal: Kay Kay Business Centre, 133, Zone I, Mp Nagar, Above City Bank, Bhopal - 462 011. • Bhubaneswar: A/181, Back Side of Shivam Honda Show Room, Saheed Nagar, Bhubaneswar - 751 007. • Bilaspur: Shop No - 225, 226 & 227, 2nd Floor, Narayan Plaza, Link Road, Bilaspur - 495 001. • Bokaro: B-1, 1St Floor, City Centre, Sector- 4, Near Sona Chandi Jwellars, Bokaro - 827 004. • Borivali: Gomati Smuti, Ground Floor, Jambli Gully, Near Railway Station, Borivali, Mumbai - 400 092. • Burdwan: 63, G.T. Road, 1ST Floor, Halder Complex, Birhata, Burdwan - 713 101. • Calicut: 2nd Floor, Soubhagya Shopping Complex, Arayidathpalam, Mavoor Road, Calicut - 673 004. • Chandigarh: Sco- 2423-2424, Above Mirchi Restaurent, New Aroma Hotel, First Floor, Sector 22-C, Chandigarh - 160 022. • Chembur: Shop No 4, Ground Floor, Shram Saflya Bldg, N G Acharya Marg, Chembur, Mumbai - 400 071. • Chennai: F-11, Akshaya Plaza, 1st Floor, 108, Adhithanar Salai, Egmore, Opp To Chief Metropolitan Court, Chennai - 600 002. • Cochin: Ali Arcade, 1st Floor, Kizhavana Road, Panampilly Nagar, Near Atlantis Junction, Ernakualm - 682 036. • Coimbatore: 3rd Floor, Jaya Enclave, 1057 Avinashi Road, Coimbatore - 641 018. • Cuttack: Po - Buxi Bazar, Cuttack, Opp Dargha Bazar Police station, Dargha Bazar, Cuttack - 753001. • Dalhousie: 2nd Floor, Room No-226, R N Mukherjee Road, Kolkata - 700 001. • Dehradun: Kaulagarh Road, Near Sirmaur Margabove, Reliance Webworld, Dehradun - 248 001. • Dhanbad: 208 New Market, 2nd Floor, Bank More, Dhanbad - 826 001. • Durgapur: MWAV-16, Bengal Ambuja, 2nd Floor, City Centre, Distt. Burdwan, Durgapur - 713 216. • Erode: No: 4, Veerappan Traders Complex, KMY Salai, Sathy Road, Opp. Erode Bus Stand, Erode - 638003. • Faridabad: A-2B, 1st Floor, Nehru Ground, Neelam Bata Road, NIT, Faridabad - 121001. • Gandhinagar: 123, First Floor, Megh Malhar Complex, Opp. Vijay Petrol Pump, Sector - 11, Gandhinagar - 382 011. • Ghaziabad: 1st Floor C-7, Lohia Nagar, Ghaziabad - 201 001. • Gorakhpur: Above V.I.P. House Ajdacent, A.D. Girls College, Bank Road, Gorakpur - 273 001. • Gurgaon: Shop No.18, Ground Floor, Sector - 14, Opp. Akd Tower, Near Huda Office, Gurgaon - 122 001. • Guwahati: 1st Floor, Bajrangbali Building, Near Bora Service Station, GS Road, Guwahati - 781 007. • Gwalior: 2nd Floor, Rajeev Plaza, Jayendra Ganj, Lashkar, Gwalior - 474 009. • Hubli: CTC No.483/A1/A2, Ground Floor, Shri Ram Palza, Behind Kotak Mahindra Bank, Club Road, Hubli - 580 029. • Hyderabad: KARVY HOUSE, No:46, 8-2-609/K, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500 034. • Hyderabad (Gachibowli): KARVY Selenium, Plot No: 31 & 32, Tower B, Survey No.115/22, 115/24, 115/25, Financial District, Gachibowli, Nanakramguda, Serilimgampally Mandal, Hyderabad - 500 032. • Indore: 2nd Floor, 203-205 Balaji Corporate House, Above ICICI Bank, 19/1 New Palasia, NearCurewell Hospital, Janjeerwala Square, Indore - 452 001. • Jabalpur: Grover Chamber, 43 Naya Bazar, Malviya Chowk, Opp Shyam Market, Jabalpur - 482 002. • Jaipur: S16/A, IIIrd Floor, Land Mark Building, Opp Jai Club, Mahaver Marg, C Scheme, Jaipur - 302 001. • Jalandhar: 1st Floor, Shanti Towers, SCO No. 37, PUDA Complex, Opposite Tehsil Complex, Jalandhar - 144 001. • Jammu: Gupta’s Tower, 2nd Floor, CB-12, Rail Head Complex, Jammu - 180 012. • Jamshedpur: 2nd Floor, R R Square, SB Shop Area, Near Relaance Foot Print & Hotel- BS Park Plaza, Main Road, Bistupur, Jamshedpur - 831 001. • Jodhpur: 203, Modi Arcade, Chopasni Road, Jodhpur - 342 001. • Kanpur: 15/46, B, Ground Floor, Opp : Muir Mills, Civil Lines, Kanpur - 208 001. • Kolhapur: 605/1/4 E Ward, Shahupuri 2nd Lane, Laxmi Niwas, Near Sultane Chambers, Kolhapur - 416 001. • Kolkata: Apeejay House (Beside Park Hotel), C Block, 3rd Floor, 15 Park Street, Kolkata - 700 016. • Lucknow: Ist Floor, A. A. Complex, 5 Park Road, Hazratganj, Thaper House, Lucknow - 226 001. • Ludhiana: Sco - 136, 1st Floor, Above Airtel Showroom, Feroze Gandhi Market, Ludhiana - 141 001. • Madurai: Rakesh Towers, 30-C, Ist Floor, Bye Pass Road, Opp Nagappa Motors, Madurai - 625 010. • Margoa: 2nd Floor, Dalal Commercial Complex, Pajifond, Margao - 403 601. • Meerut: 1st Floor, Medi Centre, Opp. ICICI Bank, Hapur Road, Near Bachha Park, Meerut - 250 002. • Moradabad: Om Arcade, Parker Road, Above Syndicate Bank, Chowk Tari Khana, Moradabad - 244 001. • Mumbai: 24/B, Raja Bahadur Compound, Ambalal Doshi Marg, Behind BSE Bldg, Fort - 400 001. • Muzaffarpur: First Floor, Shukla Complex, Near ICICI Bank, Civil Court Branch, Company Bagh, Muzaffarpur - 842 001. • Nagpur: Plot No 2/1, House No 102/1, Mata Mandir Road, Mangaldeep Appartment, Opp Khandelwal Jewelers, Dharampeth, Nagpur - 440 010. • Nanded: Shop No. 4, Santakripa Market, G G Road, Opp. Bank of India, Nanded - 431 601. • Nasik: S-9, Second Floor, Suyojit Sankul, Sharanpur Road, Nasik - 422 002. • New Delhi: 305, New Delhi House, 27 Barakhamba Road, New Delhi - 110 001. • Noida: 405, 4th Floor, Vishal Chamber, Plot No.1, Sector-18, Noida - 201 301. • Panipat: JAVA Complex, 1st Floor, Above Vijaya Bank, G T Road, Panipat - 132 103. • Panjim: Flat No.1-A, H. No. 13/70, Timotio Bldg, Heliodoro Salgado Road, Next to Navhind Bhavan (Market Area), Panjim - 403 001. • Patiala: SCO 27 D, Chotti Baradari, Near Car Bazaar, Patiala, Punjab, Pincode: 147 001. • Patna: 3A, 3rd Floor, Anand Tower, Exhibition Road, Opp ICICI Bank, Patna - 800 001. • Pune: Mozaic Bldg, CTS No.1216/1, Final Plot No.576/1 TP, Scheme No.1, F C Road, Bhamburda, Shivaji Nagar, Pune - 411 004. • Raipur: Office No S-13, Second Floor, Reheja Tower, Fafadih Chowk, Jail Road, Raipur - 492 001. • Rajkot: 302, Metro Plaza, Near Moti Tanki Chowk, Rajkot, Gujarat - 360 001. • Ranchi: Room No 307, 3rd Floor, Commerce Tower, Beside Mahabir Tower, Ranchi - 834 001. • Rohtak: 1st Floor, Ashoka Plaza, Delhi Road, Rohtak - 124001. • Rourkela: 1st Floor, Sandhu Complex, Kachery Road, Uditnagar, Rourekla - 769 012. • Secunderabad: Crystal Plaza, 2nd Floor, Manday Lane, Near Sunshine Hospital, P G Road, Secunderabad - 500 003. • Shillong: Annex Mani Bhawan, Lower Thana Road, Near R K M Lp School, Shillong - 793 001. • Siliguri: Nanak Complex, Sevoke Road, Siliguri - 734 001. • Solapur: Block No 06, Vaman Nagar, Opp D-Mart, Jule Solapur, Solapur - 413 004. • Surat: Office No. 516, 5th Floor, Empire State Building, Near Udhna Darwaja, Ring Road, Surat - 395002. • T Nagar: G1, Ground Floor, No 22, Vijayaraghava Road, Swathi Court, T Nagar, Chennai - 600 017. • Thane: 101, Yaswant Tower, 1st Floor, Opposite Puja Hotel, Ram Maruti Road, Naupada, Thane (West), Mumbai - 400 602. • Udaipur: 201-202, Madhav Chambers, Opp G P O, Chetak Circle, Udaipur -313 001. • Ujjain: 101 Aashta Tower, 13/1 Dhanwantri Marg, Freeganj, Ujjain - 456 010. • Varanasi: D-64/132, 1st Floor, Anant Complex, Sigra, Varanashi - 221 010. • Vashi: Shop No.43-A, Ground Floor, Vashi Plaza, Sector-17, Near Apna Bazar, Vashi, Mumbai - 400 705. • Vijayawada: 39-10-7, Opp : Municipal Water Tank, Labbipet, Vijayawada - 520 010. • Vile Parle: 104, Sangam Arcade, V P Road, Opp: Railway Station, Above Axis Bank Atm, Vile Parle (West), Mumbai - 400 056. • Visakhapatnam: Door No: 48-8-7, Dwaraka Diamond, Ground Floor, Srinagar, Visakhapatnam - 530 016.

AMC Website: www.boiaxamf.com is also an Investor Service Centre (for online transactions)

170

BOI AXA Investment Managers Pvt. Ltd.B/204, Tower 1, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013.

eAlternate Number

020-4011 2300020-6685 4100

Call us at (Toll Free)

1-800-103-22631-800-266-2676

FOR�MORE�INFORMATION�VISIT�US�AT

Email us at

[email protected]

www.boiaxamf.com

Book Post

Trustee

BOI AXA Trustee Services Pvt Ltd

B/204, Tower 1, Peninsula Corporate Park, Ganpatrao Kadam Marg,

Lower Parel, Mumbai 400013

AXA Investment Managers

Coeur Défense-Tour B-La Défense 4100 Esplanade du Général de Gaulle

92400 Courbevoie France

Sponsors Investment Manager

BOI AXA Investment Managers Pvt Ltd

B/204, Tower 1, Peninsula Corporate Park, Ganpatrao Kadam Marg,

Lower Parel, Mumbai 400013.

Bank of India

Star House, C5, “G” Block, Bandra Kurla Complex,

Bandra (East), Mumbai 400051

Deutsche Bank AG

4th Floor, Nirlon Knowledge Park, Block 1, Western Express Highway,

Goregaon (E), Mumbai 400 063.

Custodian Registrar & Transfer Agent

Karvy Computershare Private Limited

Auditors for the Fund

M/s BSR & Co LLP

Karvy Registry House, #8-2-596, Avenue 4,Street No.1, Banjara Hills,

Hyderabad - 500 034

Lodha Excelus, Apollo Mills Compound, N.M. Joshi Marg,

Mahalaxmi, Mumbai - 400 011 171

Documents

Annual Report Cover 2018.cdr - BOI AXA Mutual Fund