CANARA ROBECO ASSET MANAGEMENT … ROBECO ASSET MANAGEMENT COMPANY LIMITED ... with loan(s) and/or any form of ... IndusInd Bank Ltd. Postal Ballot Management (1)

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CANARA ROBECO ASSET MANAGEMENT COMPANY LIMITED

POLICY ON VOTING RIGHTS

(1) BACKGROUND

Canara Robeco Asset Management Co. Ltd. (CRAMC) is the asset management company for Canara Robeco Mutual Fund (CRMF). In terms of Circular dated 15th March, 2010 issued by Securities Exchange Board of India (SEBI), CRAMC has defined the policy on exercise of voting rights attached to the securities issued by the investee Companies. As an investment manager for CRMF, CRAMC has an obligation to act in the best interests of the unit holders. CRAMC believes that the principles as laid down in this policy are essential to ensure the long-term performance of assets managed by CRAMC. CRAMC will manage voting rights with the same level of care and skill as it manages the funds. CRAMC will endeavour to use its influence as a shareholder amongst others by excercising its voting rights in the best interests of the unit holders.

(2) PHILOSOPHY

The exercise of voting rights requires the ongoing review of the corporate governance, industry performance, financial performance of the Company and changes in management of the investee Companies and also the consideration of the potential impact of a vote on the value of the securities of the investee Companies held by the Funds. For effective discharge of the obligations under this policy, CRAMC accesses and utilizes research on financial performance and corporate governance issues, drawn from its in house research team and also from the independent research firms on need basis.

The fund managers of the respective scheme shall review all the proposals for which voting rights to be exercised and shall determine its impact on the interest of the unit holders of the respective scheme.

However, considering the cost and time involved for voting, the fund manager will decide to vote in the meetings of the investee Companies which are appearing in the list of top ten investee Companies of the respective scheme as on the last day of the month preceding the month of the meeting of the investee Company and/or according to the view of the fund manager the proposal from the management of the investee Company has any adverse impact on the value of the shareholder’s right. CRAMC shall not grant proxies in favour of managements or promoters of the investee Companies.

(3) VOTING GUIDELINES

The list of the corporate matters for which voting rights to be exercised is very wide. However, some of the matters are critical for the investors of the any company which may impact the value of the investment in long run. Accordingly, the indicative guidelines for voting are provided for the said matters which are as follows:

(i) Vote in favour of the proposals:

The fund managers of the respective schemes shall review on case to case basis the economic and strategic aspects and may decide to vote in favour of the following proposals if in the opinion of the fund manager, the said proposals are in the interest of the unitholders:

- Change in registered office from one state to other state

- Merger and acquisition

- Change in capital structure for future expansion of business

- Appointment of independent directors

- Matters relating to social responsibilities

(ii) To vote against the proposals:

The fund managers of the respective schemes may vote against the following proposals:

- Merger and acquisitions if based on the fund managers’ review the economic and strategic aspects are having adverse impact on the interest of the unit holders.

- Re-appointment of Statutory Auditor when there is convincing evidence of financial irregularities and negligence.

- Change in capital structure resulting in excessive dilution of existing shareholders’ value.

- Generous stock options resulting in dilution of existing shareholders’ value.

- Any other issue that may affect the interest of the unit holders.

The above guidelines are only indicative in nature. The decision of the fund managers of the respective schemes on the matter of voting shall be final.

Disclosure: CRAMC will disclosure on the website as well as in the annual reports the actual exercise of votes in general meetings on the investee companies.

Conflictofinterest:

The following are the conflicting situation may impact the decision on voting of the investee Company:

a) The fund manager has personal investment in the investee Company.

b) The investee Company is the distributor for CRMF.

However, the fund managers of the respective schemes shall make their best efforts to avoid the above situation and will ensure that such situations are resolved in the best interest of the unit holders.

Delegation of Authorities:

Upon recommendation of the fund managers of the respective schemes on exercise of voting rights on the proposal of the investee Company, any of the following personnel of the CRAMC would be delegated the responsibility for exercising the voting rights by the Chief Executive Officer (CEO) or Chief Operating Officer (COO):

l Chief Investment Officer (CIO)

l Head - Equity

l Fund Manager - Equity

l Head - Research

l Personnel from Research Department

l Any other representative thought fit, depending on the matter on which the vote is to be exercised.

l Review of the policy: This policy will be subjected to annual review and the reviewed policy with the necessary changes, if any will be placed for the approval of the board.

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DETAILS OF VOTES CAST DURING THE FINANCIAL YEAR 2015-2016Sr. No.

Date of meeting

Company Name

Type of meeting(AGM/EGM/Postal Ballot)

Proposal by Management

or Shareholder

Proposal's description Investee company’s

Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

1 05 Feb. 2015

Gulf Oil Lubricants India Ltd.

Postal Ballot

Management (1) Shifting of Registered Office of the Company from Hyderabad, State of Telangana to Mumbai, State of Maharashtra.

For For The Company’s Lubricant Plant is located in Silvassa, near Maharashtra and the Corporate Office and Management of the Company is located in Mumbai.

Management (2) Appointment of Mr. Ravi Chawla as Managing Director. For For As per the information and explanation provided by the company.

Management (3) Increase in Authorized Share Capital of the Company. For For Enabling resolution for increasing the Authorised share capital. Company also plans to implement Employee Stock Option Scheme in future which would require this resolution to be passed.

Management (4) Alteration of the Capital Clause of the Memorandum of Association of the Company.

For For Enabling resolution for increasing the Authorised share capital. Company also plans to implement Employee Stock Option Scheme in future which would require this resolution to be passed.

Management (5) Alteration of the Capital Clause of the Articles of Association of the Company.

For For Enabling resolution for increasing the Authorised share capital. Company also plans to implement Employee Stock Option Scheme in future which would require this resolution to be passed.

Management (6) Approval of Gulf Oil Lubricants India Ltd-Employees Stock Option Scheme-2015 and issue of securities thereto

For For Including ESOPS in capital clause of Articles of Association is beneficial in the long term.

Management (7) Extending benefits of Resolution No.6 to the employees/Directors of holding/subsidiary/associate companies

For For Employees Stock Options represent a reward system based on achieved and exceptional performance. They help companies attract retain and motivate the best available talent.

2 09 Mar. 2015

Techno Electric &

Engineering Compnay

Ltd.

Postal Ballot

Management (1) Approval for Sale, Lease or otherwise disposal of Undertaking/Assets.

For For As per explanation given by company.

3 30 Mar. 2015

Ahuluwalia Contracts India Ltd.

Postal Ballot

Management (1) Re-Appointment of Mr. Bikramjit Ahuluwalia, Managing Director of the company.


4 08 Apr. 2015

Power Grid Corporation of India Ltd.

Postal Ballot

Management (1) Raising of funds from domestic/external sources under Private Placement with/without Green Shoe Option.

For For Better Cost of debt.

Management (2) To provide any security(ies)/guarantee(s) in connection with loan(s) and/or any form of debt and/or provide inter corporate loan(s) on cost to cost basis and back to back servicing, or a combination thereof, to Project SPVs acquired/to be acquired by POWERGRID under Tariff based competitive bidding viz., Vindhyachal Jabalpur Transmission Ltd., Gadarwara (A) Transco Ltd. and Gadarwara (B) Transmission Ltd.

For For Necessary for continuity of business operations.

Management (3) To render all inputs and services as may be required on cost to cost basis to the Project SPVs acquired/to be acquired by POWERGRID under Tarif based competitive bidding viz., Vindhyachal Jabalpur Transmission Ltd., Gadarwara (A) Transco Ltd. and Gadarwara (B) Transmission Ltd.

For For Necessary for continuity of business operations.

5 24 Apr. 2015

Infosys Ltd. Postal Ballot

Management (1) Increase in Authorized Share Capital. For For Required for the purpose of issue of bonus shares.

Management (2) Alteration of Capital Clause of Memorandum of Association.

For For Required for the purpose of issue of bonus shares.

Management (3) Approval for the issue of Bonus Shares. For For As per information and explanation provided by the company.

Management (4) Transfer of business of Finacle to the Company's subsidiary, Edgeverve Systems Ltd.

For For As per information and explanation provided by the company.

Management (5) Transfer of business of Edge Services to the Company's subsidiary, Edgeverve Systems Ltd.


6 28 Apr. 2015

Tata Consultancy

Ltd.

CCM Management (1) Scheme of Amalgamation between CMC Ltd. and Tata Consultancy Services Ltd. and their respective shareholders.

For For Based on the rationale of the scheme given by the company.

7 30 Apr. 2015

IndusInd Bank Ltd.

Postal Ballot

Management (1) Increase in the Authorized Share capital and alteration of the capital clause of the Memorandum of Association of the Bank.

For For It will enable the Bank to raise additional long-term resources by issue of Equity Shares in the domestic/international markets.

Management (2) Alteration of Article 4 of the Articles of Association of the Bank.

For For Change in authorised capital will require the alteration of articles of association.

Management (3) Augmentation of Share Capital. For For Increase in share capital will provide further impetus to growth opportunities for the bank.

8 01 May 2015

Ashoka Buildcon

Ltd.

Postal Ballot

Management (1) Approval of Related Party Transactions. For For As per explanation given by company.

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DETAILS OF VOTES CAST DURING THE FINANCIAL YEAR 2015-2016 (contd...)Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (2) Appointment of Ms. Sunanda Dandekar as Independent Director of the Company.


Management (3) Ratification of the appointment of and remuneration payable to the Cost Auditor.

For For Seems reasonable.

9 02 May 2015

Grasim Industries

Ltd.

Postal Ballot

Management (1) Scheme of Amalgamation of Aditya Birla Chemicals (India) Ltd. with Grasim Industries Ltd. and their respective shareholders and creditors.


10 15 May 2015

Nestle India Ltd.

AGM Management (1) Adoption of Financial Statements for the year ended 31st December, 2014.

For For As there is no qualification from Auditors.

Management (2) Confirmation of interim dividends and declaration of final dividend.

For For As there is cash available for dividend after the required capex requirement.

Management (3) Re-appointment of Mr. Aristides Protonotarios who retires by rotation.


Management (4) Appointment of M/s. A.F. Ferguson & Co., Chartered Accountants as Auditors and fixing their remuneration.


Shareholder (5) Appointment of Mr. Rajya Vardhan Kanoria as an Independent director.


11 27 May 2015

FAG Bearings India Ltd.

Postal Ballot

Management (1) Scheme of Amalgamation of FAG Roller Bearings Pvt. Ltd with FAG Bearings India Ltd. and their Shareholders and Creditors.

For For As it’s a wholly owned subsidiary getting amalgamated with the parent at NIL consideration and also as per explanation provided by the company regarding the benefits of the scheme.

12 28 May 2015

Vedanta Ltd. Postal Ballot

Management (1) Shifting of Registered Office of the Company from the State of Goa to the State Of Maharashtra(Mumbai).

For For As per the information and explanation provided by the company.

13 03 June 2015

Sun Pharmaceu-ticals Indus-

tries Ltd.

CCM Management (1) Scheme of Amalgamation of Global Inc into Sun Pharmaceutical Industries Ltd. and their respective Shareholders.

For For Based on the information and explanation given in the scheme of amalgamation.

14 06 June 2015

YES Bank Ltd. AGM Management (1) Adoption of standalone and consolidated financial statement for the year ended March 31, 2015.


Management (2) Approval of dividend on equity shares For For As there is cash available for dividend.

Management (3) Appointment of a Director in place of Mr. M. R. Srinivasan who retires by rotation and being eligible, offers himself for re-appointment.

For For As per information and explanation provided by the company

Management (4) Appointment of M/s. S. R. Batliboi & Co. LLP., Chartered Accountants as Auditors and fixation of remuneration .

For For As per information and explanation provided by the company. The audit firm has completed three years of satisfactory performance and they can hold office for period of 4 years.

Management (5) Appointment of Mr. Ajay Vohra as an Independent Director.

For For As per information and explanation provided by the company. As per the companies act an independent director can hold the office for 8 consecutive years and Mr. Vora has completed 7 years and therefore can be appointed for further one year.

Management (6 Appointment of Mr. Diwan Arun Nanda as an Independent Director.

For For As per information and explanation provided by the company. Mr. Nanda is 71 years of age and has completed 3 years and as per companies act he can hold office for 8 consecutive years.

Management (7 Revision in the remuneration of Mr. Rana Kapoor as a Managing Director & Chief Executive Officer of the Bank.

For For The performance of the bank has been fairly satisfactory under his leadership.

Management (8) Re-appointment of Mr. Rana Kapoor as a Managing Director & Chief Executive Officer of the Bank and remuneration.

For For The performance of the bank has been fairly satisfactory under his leadership.

Management (9) Raising of capital by issue of shares or convertible securities.

For For As per information and explanation provided by the company. The bank will need further capital for future growth purpose.

Management (10) Approval for increase in the borrowing limits. For For As per information and explanation provided by the company. Access to borrowings will lead to further growth for the bank.

Management (11) Approval for borrowing/raising funds in Indian/foreign currency by issue of debt securities.

For For As per information and explanation provided by the company. For growth purpose the company will need further capital.

Management (12) Approval for increasing the FII/FPI holding limit to 74% of the paid-up equity share capital of the Bank.

For For As per information and explanation provided by the company. Increase in FII limit will bring in more money in the bank.

15 08 June 2015

Ultratech Cement Ltd.

CCM Management (1) Scheme of Arrangement of companies between Ultra Tech Cement Ltd. and Jay Prakash Associates Ltd. and their respective shareholders and creditors.

For For In organic expansion.

16 10 June 2015

Grasim Industries

Ltd.

CCM Management (1) Scheme of Amalgamation of Aditya Birla Chemicals (India) Ltd. with Grasim Industries Ltd. and their respective shareholders and creditors.


17 11 June 2015

CMC Ltd. AGM Management (1) Adoption of Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31 March, 2015 including Balance Sheet as at 31 March, 2015 and the Statement of Profit & Loss, Reports of the Board of Directors and Auditors thereon.

For For As the accounts are audited by Statutory independent auditor and the same has not raised any qualification.

4

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (2) Declaration of dividend on equity shares. For For As the dividend is distributed from the profits generated during the year.

Management (3) Appointment a Director in place of Mr. Seturaman Mahalingam, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Ratification of the appointment of M/s Deloitte Haskins & Sells as Statutory Auditors of the Company.

For For As auditors are required to be appointed by law and they comply with the provisions for re-appointment as per the information provided by the company.

Shareholder (5) Appointment of Mr. Natarajan Chandrasekaran as Director of the Company.


Shareholder (6) Appointment of Ms. Aarthi Subramanian as Director of the Company.


18 12 June 2015

Reliance Industries

Ltd.

AGM Management (1) Adoption of: a) Audited Financial Statement, Reports of the Board of Directors and Auditors; b) Audited Consolidated Financial Statement.


Management (2) Declaration of Dividend on Equity Shares. For For As the dividend is distributed from the profits generated during the year.

Management (3) Re-appointment of the following Directors, retiring by rotation: a) Shri Hital R. Meswani; b) Shri P.M.S. Prasad.


Management (4) Appointment of M/s. Chaturvedi & Shah, Deloitte Haskins & Sells LLP and M/s. Rajendra & Co., Chartered as Auditors of the company and fixing their remuneration.


Shareholder (5) Appointment of Shri Raminder Singh Gujral as an Independent Director.


Management (6) Approval for continuation of employment of Shri Pawan Kumar Kapil as a Whole-time Director designated as Executive Director.


Management (7) Approval of the remuneration of the Cost Auditors. For For This is a standard resolution under Section 148 of the Companies Act, 2013. No concern has been identified with respect to remuneration of Cost Auditors.

Management (8) Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement.

For For This is an enabling resolution. The debentures to be issued are not convertible into equity shares and thus the issue will not affect the interests of common shareholders.

19 16 June 2015

State Bank of Bikaner and

Jaipur

AGM Management (1) AdoptIon of Balance Sheet and Profit & Loss Account of the Bank, the report of the Board of Directors and the Auditors' Report for the period 1st April, 2014 to 31st March, 2015.

For For Based on the information and explanation given by the company.

20 22 June 2015

Infosys Ltd. AGM Management (1) Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors for the financial year ended March 31, 2015.


Management (2) Approval of final dividend for the financial year ended March 31, 2015 and to confirm the interim dividend paid in October 2014.

For For Dividend are paid out of the profits generated during the year.

Management (3) Appointment of a director in place of U. B. Pravin Rao, who retires by rotation and being eligible, seeks re-appointment.


Management (4) Appointment of B S R & Co. LLP as the auditors of the Company.


Shareholder (5) Appointment of Roopa Kudva as an Independent Director.


Management (6) Payment of commission to non-executive directors. For For The proposed commission is within the limits specified under Section 198 of the Companies Act, 2013.

Management (7) Purchase of the healthcare business from Infosys Public Services, Inc.


21 24 June 2015

Bank of Baroda

AGM Management (1) Adoption of the Balance Sheet of the Bank, Profit and Loss Account for the year ended 31st March, 2015.


Management (2) Declaration of Dividend. For For The Bank has sufficient cash to pay the dividend.

Management (3) Appointment Shareholder Director of the Compnay. For For As per information and explanation provided by the company.

22 29 June 2015

ICICI Bank AGM Management (1) Adoption of financial statements for the financial year ended March 31, 2015 together with the Reports of the Directors and the Auditors.


Management (2) Declaration of dividend on preference shares. For For As the company has sufficient cash to pay dividend.

Management (3) Declaration of dividend on equity shares. For For As the company has sufficient cash to pay dividend.

DETAILS OF VOTES CAST DURING THE FINANCIAL YEAR 2015-2016 (contd...)

5

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (4) Appointment of a director in place of Mr. N. S. Kannan, who retires by rotation and, being eligible, offers himself for re-appointment.

For For As per information and explanation provided by the company. There has been no concern regarding the profile or reappointment of Mr Kannan.

Management (5) Appointment of M/s B S R & Co. LLP, Chartered Accountants as Statutory Auditors.


Management (6) Appointment of Branch Auditors. For For To audit the accounts in respect of the Bank’s branches/offices outside India.

Management (7) Private placement of securities. For For This is an enabling resolution. As the debentures proposed to be issued are not convertible into equity shares and thus the issue will not affect the common shareholders.

23 29 June 2015

The Federal Bank Ltd.

AGM Management (1) Adoption of the audited financial statements including audited Balance Sheet and Profit and Loss account of the Bank and the audited consolidated financial statements including audited consolidated Balance Sheet and Profit and Loss account of the Bank for the financial year ended March 31, 2015.


Management (2) Declaration of dividend. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of Director in place of Mr. Shyam Srinivasan, who retires by rotation and being eligible, offers himself for re-appointment.

For For As per information and explanation provided by the company. There has been no concern regarding the profile or reappointment of Mr Srinivasan.

Management (4) Appoint of Joint Central Statutory Auditors Auditors, M/s. Deloitte Haskins & Sells, Chennai, together with M/s M. P. Chitale & Co, Mumbai., Chartered Accountants as Auditors to hold office from the conclusion of this meeting until the conclusion of the next AGM and fixation of remuneration thereof.

For For Auditors of the Bank are associated with the Bank for 3 years and as per the Banking Regulation Act, 1949, the term of Auditors cannot be more than 4 years. Therefore, the Bank is proposing to appoint the existing Joint Statutory Auditors for a period of 1 year only.

Management (5) Appoint and to fix the remuneration of branch auditors in consultation with the Central Statutory Auditors for the purpose.

For For As per information and explanation provided by the company. Branch auditors will be appointed by the Board in consultation with Joint Statutory Auditors.

Management (6) Taking on record the approval accorded by RBI for grant of options under ESOS for the year 2014 to Mr. Shyam Srinivasan, MD &CEO of the Bank.

For For No governance or compliance related concern has been identified with respect to ESOP schemes.

Management (7) Issue of Bonus shares. For For Bonus issue is a healthy sign for the company and it will also improve liquidity in the market.

24 29 June 2015

Ashok Leyland Ltd.

AGM Management (1) Adoption of the Audited Financial Statements and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015, the Reports of the Board of Directors and the Auditors thereon.

For For As accounts are audited by the external statutory auditors and no qualifications are raised by them.

Management (2) Declaration of Dividend. For For Company has enough cash to pay dividends.

Management (3) Appointment of Director in the place of Mr. F. Sahami who retires by rotation and being eligible, offers himself for re-appointment.


Management (4) Re-appointment of Messrs. M. S. Krishnaswami & Rajan and Messrs. Deloitte Haskins & Sells, LLP as Joint Statutory Auditors.


Management (5) Appointment of Ms. Manisha Girotra as an Independent Director.


Management (6) Appointment of Mr. Sudhindar Krishan Khanna as an Independent Director.


Management (7) Issue of Further Securities. For For As per information and explanation provided by the company.

Management (8) Issue of Non-Convertible Debentures through Private Placement.


25 29 June 2015

Kotak Mahindra

Bank

AGM Management (1) Adoption of audited financial statements of the Bank for the year ended 31st March 2015, together with the Reports of the Directors and the Auditors thereon.


Management (2) Appointment of a Director in place of Dr. Shankar Acharya who retires by rotation and, being eligible, offers himself for re-appointment.



Management (4) Appointment of M/s. S. R. Batliboi & Co., LLP as auditor of the Bank and fixing their remuneration.

For For As per information and explanation provided by the company. The performance of the auditors has been fairly satisfactory.

Shareholder (5) Appointment of Mr. Mark Edwin Newman as Director of the Bank.


Management (6) Reappointment of Dr. Shankar Acharya as part-time Chairman and fixation of his remuneration.



6

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (7) Approval to borrow in excess of the paid up capital and free reserves.

For For In order to meet business expansion and utilize the funds profitably. Also due to merger of ING Vysya Bank Ltd. with the Bank, it will require higher borrowings.

Management (8) Increase in the Authorised share capital of the Bank. For For It will enable the Bank to raise additional long-term resources by issue of Equity Shares in the domestic/international markets.

Management (9) Substitution of clause V of the Memorandum of Association of the Bank.

For For It is an enabling resolution for increase in authorised capital and bonus issue.

Management (10) Capitalisation of profits and issue of bonus share. For For Bonus issue is a healthy sign for the company and it will also improve liquidity in the market.

Management (11) Alteration of Articles of Association of the Bank. For For It is an enabling resolution for increase in authorised capital and bonus issue.

Management (12) Adoption of the ‘Kotak Mahindra Equity Option Scheme 2015’ and issue of equity shares, from time to time, to employees of the Bank.

For For No governance or compliance related concern has been identified with respect to ESOP schemes. It is in line with SEBI guidelines.

Management (13) Adoption of the ‘Kotak Mahindra Equity Option Scheme 2015’ and issue of equity shares, from time to time, to employees of the subsidiaries or associate companies of the Bank.

For For No governance or compliance related concern has been identified with respect to ESOP schemes.

Management (14) Adoption of the ‘Kotak Mahindra Stock Appreciation Rights Scheme 2015’ and authorisization to grant Stock Appreciation Rights (SARs) to be paid as cash incentive in the form of Appreciation, to employees of the Bank.

For For No governance or compliance related concern has been identified with respect to SAR schemes.

Management (15) Adopt the ‘Kotak Mahindra Stock Appreciation Rights Scheme 2015’ and authorisization to grant Stock Appreciation Rights (SARs) to be paid as cash incentive in the form of Appreciation, to employees of the subsidiaries or associate companies of the Bank.

For For No governance or compliance related concern has been identified with respect to SAR schemes.

26 29 June 2015

Navin Fluorine

International Ltd.

AGM Management (1) Adoption of Directors’ Report, Audited Financial Statements for and Auditors’ Report thereon.


Management (2) Confirmation of Interim Dividend and Declaration of Final Dividend

For For As the dividend is distributed from the profits generated during the year.

Management (3) Re-appointment of Shri S. S. Khanolkar who retires by rotation.


Management (4) Appointment of Auditors and fixing their remuneration. For For As auditors are required to be appointed by law and they comply with the provisions for re-appointment as per the information provided by the company.

Shareholder (5) Appointment of Smt. R.V. Haribhakti as an Independent Director.


Shareholder (6) Appointment of Shri A.K. Srivastava as a Director. For For As per the information and explanation provided by the company.

Management (7) Re-appointment of Shri S.S. Khanolkar as Managing Director of the Company.


Management (8) Approval of remuneration payable to Shri I. V Jagtiani, Cost Auditor.

For For This is a standard resolution under Section 148 of the Companies Act, 2013. No concern has been identified with respect to remuneration of Cost Auditors.

27 30 June 2015

TATA Consultancy

Ltd.

AGM Management (1) Adoption of Audited Financial Statements and Audited consolidated financial statement of the Company for the financial year ended March 31, 2015 with the Reports of the Board of Directors and the Auditors thereon.


Management (2) Confirmation of payment of Interim Dividends (including a special dividend) and declaration of Final Dividend on equity shares for the financial year 2014-15.

For For As the dividend is distributed from the profits generated during the year.

Management (3) Appointment of a Director in place of Mr. Cyrus Mistry who retires by rotation, and being eligible, offers himself for re-appointment.


Management (4) Appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants as Auditors.


Management (5) Re-appointment of Mr. N. Chandrasekaran as Chief Executive Officer and Managing Director of the Company.


Shareholder (6) Appointment of Ms. Aarthi Subramanian as a Director of the Company.


Management (7) Appointment of Ms. Aarthi Subramanian as an Executive Director of the Company.


Management (8) Appointment of Branch Auditors. For For As per the information and explanation provided by the company.


7

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

28 30 Apr. 2015

Shriram Transport Finance

Company Ltd.

Postal Ballot

Management (1) Creation of Security in connection with borrowings. For For For growth purpose the company will need funds by way of borrowings and borrowings will require creation of charge or security.

29 22 May 2015

Sanghvi Movers Ltd.

Postal Ballot

Management (1) Creation of charge/encumbrance on assets of the company.

For For The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company. Additionally, the resolution for creation of charge relates to already borrowed debt, in addition to the debt that is proposed to be raised.

Management (2) Increase in borrowing limits of the company. For For Sanghvi Movers’ shareholders had approved a borrowing limit of Rs.10 bn in June 2008. The company is presenting this resolution to shareholders once again in order to ensure compliance with the Companies Act 2013.

Management (3) Adoption of new Memorandum of Association of the Company.

For For Several regulations in the existing Memorandum of Association (MoA) contain references to specific sections of the Companies Act, 1956 and some regulations in the existing MoA are no longer in conformity with the Act. The company is considering it expedient to replace the existing MoA by an entirely new set of regulations set out under the Companies Act 2013.

Management (4) Adoption of new Articles of Association of Company. For For Several regulations in the existing Articles of Association (AoA) contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company is considering it expedient to replace the existing AoA by an entirely new set of regulations set out under the Companies Act 2013.

30 09 June 2015

Texmaco Rail &

Engineering Ltd.

Postal Ballot

Management (1) Scheme of Amalgamation between Kalindee Rail Nirman (Engineers) Ltd. and Texmaco Rail & Engineering Ltd. and their respective Shareholders and Creditors.

For For Inorganic expansion. As per information made available by the company.

31 25 June 2015

IndusInd Bank Ltd.

Postal Ballot

Management (1) Allotment of equity shares on preferential basis to IndusInd International Holdings Ltd. and its subsidiary viz., IndusInd Ltd., Promoters of the Bank.

For For The proceeds will augment long term capital requirements of the bank and enhance the capital adequacy ratio.

32 03 July 2015

Asian Paints Ltd.

AGM Management (1) Adoption of audited Financial Statements including audited consolidated Statement of the company.


Management (2) Declaration of final dividend on equity shares. For For As the dividend are paid out of profits of the company.

Management (3) Re-appointment of Shri Ashwin Choksi as Director of the company.


Management (4) Re-appointment of Shri Ashwin Dani as Director of the company.


Management (5) Appointment of M/s B S R & Co. LLP, Chartered Accountants as the Statutory Auditor of the company.


Management (6) Appointment of Shri Abhay Vakil as a Non-Executive Director of the company.


Management (7) Ratification of remuneration payable to M/s RA & Co., Cost Accountants Cost Auditor of the company.


33 03 July 2015

Kansai Nerolac

Paints Ltd.

AGM Management (1) Adoption of Financial Statements of the Company including audited Balance Sheet and Statement of Profit and Loss and the Reports of the Directors and the Auditors thereon.


Management (2) Declaration of dividend. For For Company has enough cash to pay dividends post the capex requirements.

Management (3) Appointment of a director in place of Mr. P.D. Chaudhari who retires by rotation and being eligible, offers himself for re-appointment.


Management (4) Appointment of a director in place of Mr. M. Tankha who retires by rotation and being eligible, offers himself for re-appointment.


Management (5) Appointment of BSR and Co. LLP, as the Statutory Auditors of the Company.


Management (6) Appointment of Mr. Hidenori Furukawa as a Director of the Company.


Management (7) Appointment of Mr. Shinji Asatsuma as a Director of the Company.


34 04 July 2015

State Bank Of India

AGM Management (1) Adoption of Balance Sheet and the Profit and Loss Account of the State Bank and the Auditor’s Report on the Balance Sheet and Accounts.



8

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

35 10 July 2015

PVR Ltd. EGM Management (1) Preferential allotment of equity shares of the Company to M/s Plenty CI Fund I Ltd..

For For As per information and explanation provided by the company enabling to complete DT Cinemas acquisition.

Management (2) Preferential allotment of equity shares of the Company to M/s Multiples Private Equity Fund II LLP.


Management (3) Preferential allotment of equity shares of the Company to M/s Plenty Private Equity Fund I Ltd..


Management (4) Payment of remuneration to Mr. Ajay Bijli, Chairman cum Managing Director of the Company.


Management (5) Payment of remuneration to Mr. Sanjeev Kumar, Joint Managing Director of the Company.


Management (6) Amendment of the Articles of Association of the Company.


36 11 July 2015

Vedanta Ltd. AGM Management (1) Adoption of the Audited Standalone & Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of final dividend and confirmation of interim dividend.

For For Company has enough cash to pay dividends post the capex requirements.

Management (3) Appointment of a director in place of Mr. Thomas Albanese, who retires by rotation and being eligible, offers himself for reappointment.


Management (4) Appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors.


Management (5) Ratification of remuneration to Statutory Auditor. For For As per information and explanation provided by the company.

Management (6) Appointment of Ms. Anuradha Dutt as an Independent Director.


Management (7) Issue of Non-Convertible Debentures or other Debt Securities on Private Placement basis.

For For This is an enabling resolution. The issuance of securities will be within the overall borrowing limit of the company.

37 14 July 2015

Texmaco Rail &

Engineering Ltd.

Court Con-

vened Meeting

Management (1) Scheme of Amalgamation between Kalindee Rail Nirman (Engineers) Ltd. and Texmaco Rail & Engineering Ltd. and their respective Shareholders and Creditors.

For For Inorganic expansion. As per information made available by the company.

38 15 July 2015

Zee Entertain-ment Ltd.

AGM Management (1) Adoption of Audited Financial Statements of the Company on a standalone and consolidated basis for the financial year ended March 31, 2015 including the Balance sheet, Statement of Profit & Loss and the Reports of the Auditors and Directors thereon.


Management (2) Confirmation of Dividend paid on the Preference Shares of the Company for the financial year/period ended March 31, 2015

For For Company has enough cash to pay dividends.

Management (3) Declaration of Dividend on Equity Shares. For For Company has enough cash to pay dividends.

Management (4) Appointment of a Director in place of Mr Ashok Kurien, who retires by rotation, and being eligible, offers himself for reappointment.


Management (5) Re-appointment of M/s MGB & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company.


Management (6) Re-appointment of Mr Punit Goenka as Managing Director & CEO.


Management (7) Payment of Commission to Non-Executive Directors. For For As per information and explanation provided by the company.

Shareholder (8) Appointment of Mr. Manish Chokhani as an Independent Director.


Management (9) Consolidation and re-organisation of face value of Preference Shares of the Company.


39 18 July 2015

Siyaram Silk Mills Ltd.

AGM Management (1) Adoption of Balance Sheet, Profit & Loss Account, Cash Flow Statement and Reports of the Board of Directors and Auditors there on.


Management (2) Declaration of Dividend for Equity Shares. For For As the dividend is distributed from the profits generated during the year.

Management (3) Appointment of a Director in place of Shri. Gaurav P. Poddar, who retires by rotation and being eligible, offers himself for re-appointment

For Against Gaurav P Poddar (Executive Director) is 30 years old and belongs to the promoter family. He oversees sales and marketing in the company. The board composition is not in compliance with Clause 49 of the Listing Agreement which states that 50% of the directors have to be independent for a company with an executive chairman. Gaurav P Poddar’s reappointment further skews the board mix.

Management (4) Appointment of a Director in place of Shri. Ashok M. Jalan, who retires by rotation and being eligible, offers himself for re-appointment.



9

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (5) Ratification of appointment of M/s. Jayantilal Thakkar & Co., Chartered Accountants as the Statutory Auditors and fixing their remuneration.

For For As auditors are required to be appointed by law and they comply with the provisions for reappointment as per the information provided by the company.

Management (6) Approving entering into related part transactions with M/S Balkrishna Synthetics Ltd.

For For BSL is a promoter owned company. The contract with BSL is for processing fabrics i.e. washing, dyeing, and finishing of fabrics. The transaction is in the ordinary course of business and on arm’s length basis. In FY15, Siyaram purchased goods/materials from BSL of Rs.568.4 mn (Rs.494.3 mn in FY14).

Management (7) Ratification of remuneration payable to Shri. Yogesh Bhuta, Proprietor of M/s . Bhuta & Associates, Cost Accountants, Cost Auditors for the financial year 2015-16.

For For Payment to cost auditors for FY16 aggregates Rs.0.4 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

40 20 July 2015

CCL Products (India) Ltd.

AGM Management (1) Adoption of Audited Financial Statement, Reports of the Board of Directors and Auditors.


Management (2) Declaration of dividend on Equity Shares. For For As the dividend is distributed from the profits generated during the year.

Management (3) Appointment of a director in place of Mr. B. Mohan Krishna, who retires by rotation and being eligible, offers himself for re-appointment as a Director.


Management (4) Ratification of appointment of M/s. M. Anandam & Co, Chartered Accountants as the Statutory Auditors.

For For As auditors are required to be appointed by law and they comply with the provisions for reappointment as per the information provided by the company.

Shareholder (5) Appointment of Mr. G.V. Krishna Rau as an Independent Director.


Shareholder (6) Appointment of Ms. Kulsoom Noor Saifullah as Non- Executive Director.


Management (7) Ratification of remuneration to M/s. Kapardi & Associates, Cost Auditors of the Company.

For For This is a standard resolution under Section 148 of the Companies Act, 2013. No concern has been identified with respect to remuneration of Cost Auditors.

Management (8) Adoption of new Articles of Association of the Company. For For The new Articles of Association of the company will be in conformity with the Companies Act, 2013.

Management (9) Approval of Related Party Transaction. For For The transactions with LMZ Soluble Coffee Inc., USA, marketing collaborator, were for sale of instant coffee. The transactions were in the ordinary course of business and on arm’s length basis.

41 21 July 2015

Honeywell Automation

India Ltd.

AGM Management (1) Adoption of the Directors' Report and Audited Statement of Profit and Loss and Balance Sheet.


Management (2) Declaration of dividend. For For Maintains Dividend policy. Healthy Cash Balances.

Management (3) Appointment of Mr. Anant Maheshwari as Director, who retires by rotation and is eligible for reappointment.

For For Anant Maheshwari is the former MD of Honeywell. The company has classified him as Non-Independent and Non-Executive Director. His reappointment is in line with all statutory requirements.

Management (4) Appointment of M/s Deloitte Haskins & Sells LLP as the Statutory Auditor.

For For Honeywell proposes to appoint Deloitte Haskins and Sells as auditors for a period of five years, following the completion of a ten year tenure of the previous auditors PriceWaterHouse Coopers. This is in line with statutory requirements.

Management (5) Approval of Related Part transactions/arrangements with Honeywell International Inc., Ultimate Holding Company.

For For As per requirement, Honeywell International Inc. (HII) is Honeywell’s ultimate holding company. Honeywell generates a large percentage of its sales and profits from its business with the Honeywell group. Sales to the group accounted for approximately 28% total net sales in the 15 months ended 31 March 2015 (30% in 2013).

42 21 July 2015

HDFC Bank Ltd.

AGM Management (1) Adoption of the audited financial statements and the reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of Dividend on equity shares. For For As the Bank has sufficient cash to pay dividend.

Management (3) Appointment of Director in place of Mr. Paresh Sukthankar, who retires by rotation.

For For As per information and explanation provided by the company. There has been no concern regarding the profile of Mr. Sukthankar.

Management (4) Appointment of Director in place of Mr. Kaizad Bharucha, who retires by rotation.


Management (5) Re-appointment of M/s Deloitte Haskins & Sells, Chartered Accountants ad the Statutory Auditors and fixing of their remuneration.


Shareholder (6) Appointment of Mr. Malay Patel as Independent Director of the Bank.


Management (7) Increase in borrowing powers of the Bank. For For For growth purpose the bank will need funds which will be met through borrowings.


10

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (8) Related party transactions with HDFC Ltd. For For No major concern has been identified as Bank has made adequate disclosure with respect to the transactions. Further, Bank has disclosed that the transaction entered into/proposed to be entered into are in ordinary course of business.

Management (9) Re-appointment of Mr. Aditya Puri as Managing Director of the Bank.

For For As per information and explanation provided by the company. There has been no concern regarding the profile or reappointment of Mr. Puri.

Management (10) Revision in the remuneration of Mr. Kaizad Bharucha-Executive Director.


Management (11) Approval of related party transaction with HDB Financial Services Ltd.

For For No major concern has been identified as Company has made adequate disclosure with respect to the transactions. Further Bank has disclosed that the transaction entered into and proposed to be entered into with the subsidiary of the Bank during FY 2015-16 are in ordinary course of business.

43 21 July 2015

Asian Paints Ltd.

Postal Ballot

Management (1) Adoption of new set of Articles Of Association of company.


44 22 July 2015

Karur Vysya Bank Ltd.

AGM Management (1) Adoption of the audited Balance Sheet and Profit & Loss Account for the year ended March 31,2015 and the reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of Dividend. For For As the Bank has sufficient cash to pay dividend.

Management (3) Appointment of Director in the place of Shri G Rajasekaran who retires by rotation and being eligible offers himself for re-appointment.


Management (4) Appointment of M/s Abarna & Ananthan as Statutory Auditors of the Company and fixing their remuneration.


Management (5) Appointment of Branch Auditors of the Bank and fixing remuneration.

For For it is required to audit the accounts in respect of the Bank’s branches/offices.

Shareholder (6) Appointment of Shri M K Venkatesan as a Non Executive Director of the Bank liable to tretire by rotation.


Shareholder (7) Appointment of Shri AK Praburaj as a Non Executive Director of the Bank liable to tretire by rotation.


Shareholder (8) Appointment of Smt. CA K L Vijayalakshmi as a Non Executive Director of the Bank liable to tretire by rotation.


45 22 July 2015

Alstom India Ltd.

AGM Management (1) Adoption of: (a) the audited Financial Statements of the Company together with the reports of Board of Directors and the Auditors thereon. (b) the audited Consolidated Financial Statements of the Company.


Management (2) Declaration of Dividend. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of a director in place of Mr. Rathindra Nath Basu who retires by rotation and being eligible, offers himself for re-appointment.

For For Rathindra Nath Basu is the Non-executive Chairman of the company. His reappointment is in line with all the statutory requirements.

Management (4) Ratification of appointment of S.N. Dhawan & Co. as Statutory Auditor and fixation of remuneration.

For For SN Dhawan & Co have been auditing the company’s accounts since FY14. In the AGM held in July 2014, they were appointed as the company’s statutory auditors for a period of four years: Under Companies Act 2013, auditor (re)appointments need annual ratification by shareholders. SN Dhawan & Co’s reppointment as statutory auditors remains in line with all statutory requirements.

Shareholder (5) Appointment of Ms. Carole Roselyne Marcelle as Director of the Company, liable to retire by rotation.

For For Ms. Carole Le Couedic is the Managing Director (Hydro Europe) of ALSTOM Renewable Power. She has an experience of over 30 years in various industries with corporates including CarnaudMetalbox, Rexam, Saint Gobain, Faurecia and ALSTOM. She was appointed as an additional director wef 24 January 2015. Her appointment is in line with all the statutory requirements.

Management (6) Payment of remuneration to M/s. Shome & Banerjee, the Cost Auditors of the company.

For For The approval of shareholders - for payment of Rs.300,000 as remuneration to Shome & Banerjee as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

46 23 July 2015

Sundaram Finance Ltd.

AGM Management (1) Adoption of Audited Statements of Accounts of the Company for the year ended 31st March 2015 and the Directors’ and Auditors’ Reports thereon.


Management (2) Declaration of final dividend. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of a Director in the place of Sri S Viji, who retires by rotation and being eligble, seeks re-appointment.

For For As per information and explanation provided by the company. No concern has been identified with respect to profile, time commitments and performance of the directors.

Management (4) Appointment of a Director in the place of Sri S Ram, who retires by rotation and being eligble, seeks re-appointment.

For For As per information and explanation provided by the company. No concern has been identified with respect to profile, time commitments and performance of the directors.


11

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (5) Re-appointment of M/s. Brahmayya & Company, Chartered Accountants, as the Statutory Auditors of the company and fixation of remuneration.

For For As per information and explanation provided by the company. The performance of the auditors have been fairly stable.

Management (6) Re-appointment of Mr. Harsha Viji as Director (Strategy & Planning) and fixing his remuneration


Management (7) Amendment to Sundaram Finance Employee Stock Option Scheme (SFESOS) to fall in line with SEBI (Share Based Employee Benefits) Regulations, 2014.

For For As per information and explanation provided by the company. No governance issues have been identified.

Management (8) Extension of the amended SFESOS to the eligible employees of subsidiaries and associates.

For For As per information and explanation provided by the company. No governance issues have been identified.

47 23 July 2015

Lupin Ltd. AGM Management (1) Adoption of Standalone audited Financial Statements of the Bank, Balance Sheet, Statement of Profit and Loss, Cash Flow Statement and Reports of the Board of Directors and Auditors.


Management (2) Adoption of the Consolidated audited financial statements including Balance Sheet, Statement of Profit and Loss and Cash Flow Statement and the report of the Auditors thereon.


Management (3) Declaration of Dividend on equity shares. For For Company has enough cash to pay dividends post the capex requirements.

Management (4) Appointment of a director in place of Ms. Vinita Gupta, who retires by rotation and being eligible, offers herself, for re-appointment.

For For As per the information and explanation provided by the Management.

Management (5) Ratification of the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors and fixing their remuneration.


Management (6) Re-appointment of Dr. Desh Bandhu Gupta as Executive Chairman of the Company, and the payment of remuneration.

For For The Company has stated that the total remuneration paid to Dr. Gupta will be within the limits prescribed in Companies Act, 2013.

Management (7) Re-appointment of Dr. Kamal K. Sharma as Vice Chairman of the Company and the payment of remuneration.


Management (8) Re-appointment of Mrs. M. D. Gupta as Executive Director of the Company and the payment of remuneration.


Shareholder (9) Appointment of Dr. Vijay Kelkar as Independent Director of the Company.


Shareholder (10) Appointment of Mr. R. A. Shah as Independent Director of the Company.


Shareholder (11) Appointment of Mr. Richard Zahn as Independent Director of the Company.


Shareholder (12) Appointment of Dr. K. U. Mada as Independent Director of the Company.


Shareholder (13) Appointment of Mr. Dileep Choksi as Independent Director of the Company.


Management (14) Payment of commission to the Non-Executive Directors of the Company.


Management (15) Ratification of the remuneration payable to Mr. S. D. Shenoy, Cost Auditor, for conducting cost audit for the year ending March 31, 2016.


Management (16) Authorising the Board of Directors of the Company for raising funds.


Management (17) Increase in the Authorised Share Capital of the Company. For For As per information and explanation provided by the company.

48 23 July 2015

Alstom T& D India

Ltd.

AGM Management (1) Adoption of the financial statements of the Company for the year ended March 31, 2015, including the audited Balance Sheet, the Statement of Profit and Loss and the reports of the Board of Directors and Auditors thereon.



Management (3) Appointment of Director in place of Mr. Michel Augonnet, who retires by rotation and being eligible, offers himself for re-appointment.


Management (4) Ratification of appointment of M/s. S.N. Dhawan & Co., Chartered Accountants, as Auditors of the Company and fixation of remuneration.

For For S. N. Dhawan & Co. were first appointed in the 2013 AGM, and were reappointed for a period of four years in the 2014 AGM (till FY18). Companies Act 2013 requires auditor (re)appointments to be ratified by shareholders annually. The aggregate tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.


12

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (5)Retirement of Mr. Pierre Laporte as Director. For For Pierre Laporte is Senior VP Legal, Alstom Grid and was a promoter representative on the board of the company. To comply with the provisions of Clause 49 of the listing agreement and Companies Act 2013 to have minimum fifty percent members of the Board as independent directors, Alstom T&D has decided that the vacancy caused on Pierre Laporte’s retirement is not to be filled.

Management (6) Re-appointment of Mr. Rathindra Nath Basu as Managing Director of the Company and fixation of remuneration.

For For R. N. Basu’s remuneration in FY15 was Rs.21.8 mn, a growth of 17.2% over that of FY14. Based on the current pay-outs, R. N. Basu’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers. The disclosures on R. N Basu’s remuneration are open-ended.

Management (7) Re-appointment of Mr. Subhashchandra Manilal Momaya as Whole-time Director & Chief Financial Officer of the Company.

For For S. M. Momaya’s remuneration in FY15 was Rs.14.0 mn. Based on the current pay-outs, S. M. Momaya’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers. The disclosures on S. M. Momaya’s remuneration are open-ended.

Shareholder (8) Appointment of Ms. Isabelle Compain-Gerlier as Director liable to retire by rotation.

For For Isabelle Compain-Gerlier is Vice President Finance Products, Alstom Grid. Her appointment is in line with all the statutory requirements.

Management (9) Appointment of Dr. Kirit Shantilal Parikh as an Independent Director.

For For Kirit Shantilal Parikh was former Member - Planning Commission designated as Minister of State. His appointment is in line with all the statutory requirements.

Management (10) Appointment of Mr. Rakesh Nath as an Independent Director.

For For Rakesh Nath was former Member – Appellate Tribunal for Electricity and former Chairman - Central Electricity Authority. His appointment is in line with all the statutory requirements.

Management (11) Appointment of Mr. Ravi Kumar Krishnamurthy, Head AIS Business as Alternate Director to Mr. Pierre Laporte upto March 27, 2015 and terms of his appointment.

For For Ravi Kumar Krishnamurthy was appointed as alternate director to Pierre Laporte via Postal Ballot dated 10 November 2014; during the absence of Pierre Laporte from India to attend board meetings. He was reappointed as alternate to Pierre Laporte from 11 March 2015. The Company seeks shareholder approval for his appointment as alternate director carrying full time employment.

Management (12) Appointment of Mr. Ravi Kumar Krishnamurthy, Head AIS Business as Alternate Director to Mr. Michel Augonnet w.e.f March 28, 2015 and terms of his appointment.

For For Since the restructuring of the Board and retirement of Pierre Laporte as director; Ravi Kumar Krishnamurthy was appointed as alternate director to Michel Augonnet from 28 March 2015. The Company seeks shareholder approval for his appointment as alternate director carrying full time employment.

Management (13) Approval of remuneration payable to M/s Shome & Banerjee and M/s Jugal K Puri & Associates, Cost Auditors.

For For To comply with Rule 14 of Companies (Audit and Auditors) Rules 2014, the Company seeks approval from shareholders to ratify the remuneration payable to the cost auditors for FY16. The company proposes a remuneration of Rs.0.5 mn to Shome & Banerjee and Rs.35,000 to Jugal K Puri & Associates as cost auditors for FY16 with Shome & Banerjee being the lead cost auditor.

49 24 July 2015

Axis Bank AGM Management (1) Adoption of: a) Audited Financial Statements of the Bank, Reports of the Board of Directors and Auditors. b) Audited Consolidated Financial Statement and the Report of the Auditors thereon for the financial year ended 31March, 2015.


Management (2) Declaration of dividend on Equity Shares of the Bank. For For As the bank has sufficient cash to pay dividend.

Management (3) Appointment of a Director in place of Smt. Usha Sangwan who retires by rotation and, being eligible, offers herself for re-appointment.

For For As per information and explanation provided by the company. There has been no concern regarding the profile of Smt. Sangwan.

Management (4) Appointment of S. R. Batliboi & Co LLP, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company.


Shareholder (5) Appointment of Shri S. Vishvanathan as an Independent Director of the Bank.


Management (6) Revision in the remuneration payable to Dr. Sanjiv Misra, Chairman of the Bank.

For For As per information and explanation provided by the company. The revision is subject to approval by RBI.

Management (7) Re-appointment of Smt. Shikha Sharma as the Managing Director & CEO of the Bank.

For For As per information and explanation provided by the company. There has been no concern regarding the profile of Shikha Sharma.

Management (8) Revision in the remuneration payable to Shri V. Srinivasan, Whole-Time Director designated as ‘Executive Director & Head (Corporate Banking)’ of the Bank.



13

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (9) Appointment of Shri Sanjeev Kumar Gupta as a Director of the Bank.


Management (10) Appointment of Shri Sanjeev Kumar Gupta as the Whole-Time Director designated as ‘Executive Director (Corporate Centre) & Chief Financial Officer’ of the Bank.


Management (11) Revision in the remuneration payable to Shri Sanjeev Kumar Gupta as the Whole-Time Director designated as ‘Executive Director (Corporate Centre) & Chief Financial Officer’ of the Bank.

For For As per information and explanation provided by the company. The revision is subject to approval by RBI.

Management (12) Increase in Borrowing limits of the Bank. For For For growth purpose the bank will need fund which will be met through borrowings.

Management (13) Borrowing/Raising funds in Indian Currency/Foreign Currency by issue of debt Instruments.

For For As the securities are proposed to be issued in debt instruments, there will be no dilution to common shareholders.

Management (14) Acquiring and holding equity shares of the Bank, by the Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs)/Nonresident Indians (NRIs), Foreign Direct Investment covering ADRs/GDRs and indirect foreign investment in any combination thereof, upto 74% of the paid up share capital of the Bank.

For For Following the Union Budget announcement, the bank proposes to increase FPI holding to 74%. This is an enabling resolution. FII investment is regulated by RBI.

50 24 July 2015

Persistent Systems Ltd.

AGM Management (1) Adoption of: a) Audited Financial Statements, Reports of the Board of Directors and the Auditors thereon, and b) Audited Consolidated Financial Statements.


Management (2) Declaration of Dividend. For For Company has enough cash to pay dividends post the capex requirements.

Management (3) Ratification the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Joint Statutory Auditors of the Company.


Management (4) Ratification of the appointment of M/s. Joshi Apte & Co., Chartered Accountants as the Joint Statutory Auditors of the Company.


Management (5) Increase in the Authorised Share Capital of the Company. For For As per information and explanation provided by the company.

Management (6) Alteration of Article No. 160 of the Articles of Association of the Company.


Management (7) Re-appointment of Dr. Anand Deshpande as the Chairman and Managing Director of the Company.


51 25 July 2015

Orient Cement

AGM Management (1) Adoption of the Financial Statements of the Company for the financial year ended March 31, 2015, including the audited Balance Sheet as at March 31, 2015, the Statement of Profit & Loss and Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of final dividend and confirmation of the interim dividend.


Management (3) Appointment of a director in place of Mr. C.K. Birla, who retires by rotation and being eligible, seeks re-appointment.

For For C.K. Birla is the Promoter Chairman (nonexecutive) of the company. His reappointment is in line with all the statutory requirements.

Management (4) Ratification of the appointment of SR Batliboi & Co LLP as Statutory Auditors and fixation of their remuneration.

For For S.R. Batliboi & Co LLP have been auditing the company’s accounts since FY13. In the AGM held in August 2014, they were reappointed as the company’s statutory auditors for a period of five years. Under Companies Act 2013, auditor (re)appointments need annual ratification by shareholders. S.R. Batliboi & Co LLP’s reappointment as statutory auditors remains in line with all statutory requirements.

Shareholder (5) Appointment of Ms. Amita Birla as Non-Executive Director, liable to retire by rotation.

For For Ms. Amita Birla, wife of C.K. Birla, is an industrialist. She was appointed as nonexecutive director of the company w.e.f. 27 March 2015. Her appointment is in line with all the statutory requirements.

Management (6) Re-appointment of Mr. Desh Deepak Khetrapal as the Managing Director & Chief Executive Officer of the Company and fixation of his remuneration.

For For Mr. Desh Deepak Khetrapal is the MD & CEO of the company. He was paid a total remuneration of Rs.43.9 mn in FY15. Based on the disclosures, it is estimated that his remuneration will be Rs.52.4 mn (proposed), which is comparable to industry peers given the size and performance of the company.

Management (7) Fixing the remuneration of Mr. Somnath Mukherjee, Cost Auditor of the Company.

For For The approval of shareholders - for payment of Rs.60,000 as remuneration to Somnath Mukherjee as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

Management (8) Issue and allotment of Options under Employee Stock Option Scheme.



14

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

52 27 July 2015

Va Tech Wabag Ltd.

AGM Management (1) Adoption of the Audited Financial Statements, Reports of the Board of Directors and Auditors & Audited Consolidated Financial Statements.

For For As there is no qualification from the Auditors.

Management (2) Declaration of dividend on Equity Shares. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of a director in place of Mr. Rajiv Mittal, who retires by rotation and being eligible, seeks re-appointment.

For For Rajiv Mittal is one of the promoters and the company’s MD & Group CEO. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of M/s. Walker Chandiok & Co. LLP as the statutory auditors of the Company and fixing their remuneration.

For For The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.

Management (5) Re-appointment of Mr. Rajiv Mittal as the Managing Director of the Company and fixation of his remuneration.

For For Rajiv Mittal’s proposed remuneration of Rs.46.1 mn is in line with the remuneration paid to industry peers and commensurate with the size and performance of the company.

Shareholder (6) Appointment of Mr. Malay Mukherjee as an Independent Director of the Company.

For For Malay Mukherjee is currently a consultant in the metals and mining industry. He is the former CEO of Essar Steel Global. His appointment is in line with all the statutory requirements.

Shareholder (7) Appointment of Mr. S Varadarajan as a Director of the Company, liable to retire by rotation.

For For S. Varadarajan, promoter, is the CFO of the company. His appointment is in line with all the statutory requirements.

Management (8) Approval of Fund based & Non Fund basedborrowing limits.

For For VA Tech Wabag Ltd. seeks shareholder approval to borrow (fund and nonfund based) upto Rs.30.0 bn for its growth plans. The company has a closing order book position of Rs.54.4 bn as on 31 March 2015 and recently won additional projects. The company typically provides guarantees against project execution.

Management (9) Creation of Charge/mortgage/hypothecation on the Company’s Assets.

For For The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates.

Management (10) Fixation of remuneration pauable to S. Chandrasekaran, the Cost Auditors of the Company.

For For Payment to cost auditors for FY15 aggregates Rs.0.5 mn (excluding service tax and reimbursement of out-ofpocket expenses) which is commensurate to the size of the company.

53 27 July 2015

Aditya Birla Nuvo Ltd.

Postal Ballot

Management (1) Approval of the Composite Scheme of Arrangement amongst Aditya Birla Nuvo Ltd. and Madura Garments Lifestyle Retail Company Ltd. and Pantaloons Fashion & Retail Ltd. and their respective shareholders and creditors.

For For The demerger is part of the company’s operating strategy, aimed at consolidating similar business lines under one entity.

54 28 July 2015

Tech Mahindra

Ltd.

AGM Management (1) Adoption of Financial Statements and Reports of the Board of Directors and Auditors thereon for the year ended 31st March 2015.


Management (2) Adoption of Consolidated Financial Statements and Reports of the Auditors thereon for the year ended 31st March 2015.



Management (4) Retirement of Mr. Bharat N. Doshi, who retires by rotation and does not offer himself for re-appointment


Management (5) Appointment of M/s. Deloitte Haskins & Sells LLP as Auditors and fixation of remuneration


55 28 July 2015

Century Textiles and Industries

Ltd.

AGM Management (1) Adoption of Audited Financial Statement, Reports of the Board of Directors and Auditors.


Management (2) Declaration of Dividend. For For Net worth of the company has increased from 17.5 bn in FY14 to Rs. 19.7 bn in FY15.

Management (3) Appointment of a Director in place of Shri B. K. Birla who retires from office by rotation, but being.eligible, offers himself for re-election.

For For BK Birla is the Promoter Chairman of the company. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of Auditors of the Company and fixation of their remuneration.

For Abstain Information is unavailable.

Shareholder (5) Appointment of Smt. Rajashree Birla as a Director of the Company, liable to retire by rotation.

For For Rajshree Birla is part of the promoter group. Her appointment is in line with all the statutory requirements.

Management (6) Appointment of Shri Sohanlal K. Jain as an Independent Director.

For For Sohanlal K Jain is a practicing advocate. His appointment is in line with all the statutory requirements.

Management (7) Adoption of new set of Articles of Association. For For Century Textiles’ existing Articles of Association (AoA) is based on the Companies Act, 1956. Several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company considers it expedient to replace the existing AoA by an entirely new set of articles based on the Companies Act, 2013.


15

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (8) Offer or invitation to subscribe to Non-Convertible Debentures on private placement.

For For The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit of the company.

Management (9) Approval of remuneration payabale to M/s R. Nanabhoy & Co., and M/s. M. R. Dudani & Co., the Cost Auditors of the company.

For For The approval of shareholders for payment of Rs.0.3 mn as remuneration to R Nanabhoy & Co and Rs.0.2 mn to Mr. Dudani & Co as cost auditors of the company is sought in order to ensure compliance with Section 148 the Companies Act, 2013.

56 28 July 2015

HDFC Ltd. AGM Management (1) Adoption of: a) Audited financial statement of the corporation for the financial year ended march 31st 2015 along with the reports of the Board of directors and auditors thereon b) Audited consolidated financial statement for the year ended March 31, 2015 together with the report of the auditors thereon.


Management (2) Declaration of final dividend on equity shares of the Corporation.

For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of a director in place of Mr. Deepak S. Parekh, who retires by rotation and being eligible, seeks re-appointment.

For For As per information and explanation provided by the company. There has been no concern regarding the profile or reappointment of Mr Parekh.

Management (4) Ratification of the appointment of Messrs Deloitte Haskins & Sells LLP, Chartered Accountants as the auditors of the Corporation and fixing their remuneration.

For For As per information and explanation provided by the company. No concerns have been found in the performance of the auditors.

Management (5) Ratification of the appointment of Messrs PKF, Chartered Accountants as the auditor of the Corporation's office at Dubai.

For For Appointment is in accordance with provisions of law.

Management (6) Issue of Redeemable Non-Convertible Debentures on a private placement basis.

For For As there is no dilution to shareholders.

Management (7) Approval of related party transactions with HDFC Bank Ltd..

For For As the transaction entered into is in ordinary course of business.

Management (8) Issue of Secured Redeemable Non-Convertible Debentures simultaneously with Warrants to Qualified Institutional Buyers.


Management (9) Increase in the Authorised Share Capital of the Corporation.

For For Securities to be issued are not convertible in nature and therefore interest of shareholders will not be impacted.

Management (10) Alteration of Memorandum of Association of the Corporation.

For For It is an enabling resolution to support issue of securities proposed under Resolution 9. No concern has been identified.

Management (11) Alteration of the Articles of Association of the Corporation.

For For It is an enabling resolutions to support issue of securities proposed under Resolution 9. No concern has been identified.

57 29 July 2015

TVS Motor Company

Ltd.

AGM Management (1) Adoption of audited balance sheet as at 31st March, 2015, the statement of profit and loss, notes forming part thereof, the cash flow statement for the year ended on that date and the consolidated financial statements, together with the directors' report and the auditors' report thereon.


Management (2) Appointment of Director in the place of Mr Sudarshan Venu who retires by rotation and being eligible, offers himself for reappointment.


Management (3) Re-appointment of M/s V Sankar Aiyar & Co. as Statutory Auditors of the Company and fixing their remuneration.


Management (4) Ratification of remuneration payable to Mr A N Raman, the Cost Auditor of the Company.


Management (5) Re-appointment of Mr Venu Srinivasan as the Chairman And Managing Director of the Company.


Management (6) Appointment of Mr Sudarshan Venu, Whole Time Director as Joint Managing Director (JMD) in the rank of Managing Director of the Company.


Shareholder (7) Appointment of Dr Lakshmi Venu as a non-executive and non-independent Director of the Company, liable to retire by rotation.


58 29 July 2015

Blue Dart Express Ltd.

AGM Management (1) Adoption of Audited Financial Statements and Consolidated Financial Statements and Reports of Board of Directors and Auditors for the year ended 31 March, 2015.


Management (2) Declaration of Dividend on Equity Shares. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of a Director in the place of Mr. Clyde Cooper who retires by rotation and being eligible seeks re-appointment.

For For Clyde Cooper’s reappointment is in line with all statutory requirements.


16

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (4) Re-appointment M/s. Price Waterhouse, Chartered Accountants as the Statutory Auditors of the Company and fixation of remuneration.


Shareholder (5) Appointment of Mr. Thomas Kipp as a Director of the Company, liable to retire by rotation.

For For Thomas Kipp represents DHL Express (Singapore) Pte Ltd. He is the CEO of DHL eCommerce and is responsible for the international mail and parcel business of Deutsche Post DHL. His reappointment is in line with all the statutory requirements.

Shareholder (6) Appointment of Ms. Bettina Staffa as a Director of the Company, liable to retire by rotation.

For For Ms. Bettina Staffa represents DHL Express (Singapore) Pte Ltd. She is the CFO of DHL eCommerce. Her reappointment is in line with all the statutory requirements.

Management (7) Re-appointment of Mr. Anil Khanna as the Managing Director of the Company.

For For Mr. Anil Khanna is the Managing Director of the company since 2007. He was paid a total remuneration of Rs.27.9 mn in FY15. It is observed that the growth in his remuneration is commensurate with the growth in revenues and profits over the past five years. Based on the disclosures, it is estimated that he will be paid a maximum remuneration of Rs.39.2 mn (proposed), which is comparable to industry peers given the size and performance of the company.

Management (8) Approval of Material Related Party transaction with Blue Dart Aviation Ltd. (an Associate Company).

For For With effect from 22 June 2015, BDAL has become a 70% subsidiary of Blue Dart. Prior to the increase in stake, Blue Dart owned 49% in BDAL. BDAL provides air carriage for Blue Dart. Blue Dart has existing outstanding investments, loans, guarantees and deposits with BDAL aggregated Rs.2.14bn on 31 March 2015. Further, the company needs to renew its Aircraft, Crew, Maintenance and Insurance (ACMI) contract with effect from 11 March 2015 to 30 September 2016: the aggregate transaction value of the contract will be Rs.11.20bn.The proposed transaction will be in the ordinary course of business and at an arm’s length. With effect from 22 June 2015, BDAL has become a 70% subsidiary of Blue Dart. Prior to the increase in stake, Blue Dart owned 49% in BDAL. BDAL provides air carriage for Blue Dart. Blue Dart has existing outstanding investments, loans, guarantees and deposits with BDAL aggregated Rs.2.14bn on 31 March 2015. Further, the company needs to renew its Aircraft, Crew, Maintenance and Insurance (ACMI) contract with effect from 11 March 2015 to 30 September 2016: the aggregate transaction value of the contract will be Rs.11.20bn. The proposed transaction will be in the ordinary course of business and at an arm’s length.

59 29 July 2015

KEC International

Ltd.

AGM Management (1) Adoption of Financial Statements and Reports of Directors and Auditors thereon.



Management (3) Appointment of Director in the place of Mr H V Goenka who retires by rotation and being eligible, offers himself for reappointment.

For For Harsh Goenka is the Promoter Chairman of the Company. His reappointment is in line with all the statutory requirements.

Management (4) Ratification of the appointment of Messrs Deloitte Haskins & Sells LLP as the auditors and fixing their remuneration.


Management (5) Appointment of Branch Auditors. For For As auditors are required to be appointed by law and they comply with the provisions for appointment as per the information provided by the company.

Management (6) Ratificaton of remuneration payable to M/s. Kirti Mehta & Co., Cost Auditors.

For For The board has approved the appointment and remuneration to Kirit Mehta & Co as cost auditors for FY16. The remuneration proposed is Rs.0.7 mn (apart from reimbursement of out of pocket expenses) considering size of company it looks reasonable.

Shareholder (7) Appointment of Mrs. Nirupama Rao as Independent Director.

For For Mrs. Nirupama Rao was appointed as Ambassador of India to the USA after completion of her tenure as Foreign Secretary from August 2009 to July 2011. In 2001 she became the first woman spokesperson of the Ministry of External Affairs and in 2004 she was assigned to Sri Lanka as High Commissioner for India. Her appointment is in line with all the statutory requirements.

Shareholder (8) Appointment of Mr. A. T. Vaswani as Independent Director.

For For The appointment is in line with all the statutory requirements.


Management (10) Approval of Related Party Transactions For For KEC has a Joint Venture in Saudi Arabia, Al Sharif Group, wherein KEC has 49% Equity Stake and the rest is held by the local partner. All the contracts/bids awarded to Al Sharif Group are required to enter into large number of transactions with the Al Sharif Group to execute the projects awarded to it.


17

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

60 30 July 2015

IDFC Ltd. AGM Management (1) Adoption of audited financial statements of the Company, Reports of the Board of Directors and the Auditors for the financial year ended March 31, 2015.



Management (3) Appointment of a Director in place of Mr. Joseph Dominic Silva, who retires by rotation and being eligible, offers himself for reappointment.


Management (4) Appointment of Deloitte Haskins & Sells LLP as the Statutory Auditors and fixing their remuneration.

For For Deloitte is among the top 4 firms and the performance of them have been fairly stable.

Shareholder (5) Appointment of Mr. Vinod Rai as an Independent Director.

For For As per information and explanation provided by the company. His appointment meets all statutory requirements.

Management (6) Offer and Issue Non-Convertible Securities under Private Placement.

For For As it is an enabling resolution and there will not be any dilution to equity shareholders.

61 30 July 2015

Wabco India Ltd.

AGM Management (1) Adoption of audited financial statements for the year ended 31st March 2015.


Management (2) Declaration of dividend. For For As Dividend is paid out of surplus cash available after taking into account growth plans.

Management (3) Re-appointment of Mr. Trevor Lucas as director, who retires by rotation.


Management (4) Ratification of appointment of Messrs S.R. Batliboi & Associates LLP as Statutory Auditors.


Shareholder (5) Appointment of Ms. Lisa Brown as nonexecutive non-independent Director.


Shareholder (6) Appointment of Mr. Jorge Solis as non-executive non-independent Director.


Management (7) Ratification of remuneration payable to Mr A N Raman as Cost Auditor of the Company.


Management (8) Approval of material related party transactions with WABCO Europe BVBA.


62 30 July 2015

Colgate-Palmolive (India) Ltd.

Postal Ballot

Management (1) Issue of bonus equity shares by way of capitalization of general reserves.


63 30 July 2015

Strides Arcolab Ltd.

AGM Management (1) Adoption of financial statements of the Company for the year ended March 31, 2015, including the audited Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of Final Dividend. For For Company has enough cash to pay dividends post the capex requirements.

Management (3) Appointment of a Director in the place of Mr. Bharat Shah,Non-Executive Director, who retires by rotation and being eligible seeks reappointment.


Management (4) Appointment of Deloitte Haskins & Sells as Statutory Auditors of the Company.


64 30 July 2015

Colgate-Pamollive (India) Ltd.

AGM Management (1) Adoption of Profit and Loss Account and the Balance Sheet as on March 31, 2015 together with the Reports of the Directors and Auditors thereon.


Management (2) Appointment of a Director in the place of Dr. Godfrey Nthunzi who retires by rotation and being eligible seeks reappointment.


Management (3) Appointment M/s Price Waterhouse as Statutory Auditors of the Company and atif ication of remuneration.


Shareholder (4) Appointment of Ms. Shaymala Gopinath as a non-executive and Independent Director.


Management (5) Appointment of Mr. Issam Bachaalani as the Managing Director of the company.


Management (6) Adoption of new set of Articles of Association. For For As per information and explanation provided by the company.

65 31 July 2015

Shriram Transport Finance

Company Ltd.

AGM Management (1) Adoption of Annual Accounts for the year ended March 31, 2015.



Management (3) Appointment of M/s. S R Batliboi & Co. LLP and M/s. G D Apte & Co. jointly as Statutory Auditors and fixation of remuneration.


Management (4) Retirement of Mr. R. Sridhar as Non-Executive Non-Independent Director.

For For As per information and explanation provided by the company. R Sridhar is non executive non independent director of the company. He was the former MD and CEO of Shriram Capital Ltd. His position will not be filled.


18

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (5) Appointment of Mr. S. Sridhar, Non-Executive Independent Director.

For For As per information and explanation provided by the company. Mr. Sridhar is the former Chairman and Managing Director of Central Bank of India. His appointment meets all statutory requirements.

Shareholder (6) Appointment of Mr. D. V. Ravi, Non-Executive Non-Independent Director, liable to retire by rotation.

For For As per information and explanation provided by the company. Mr. Sridhar is the former Chairman and Managing Director of Central Bank of India. His appointment meets all statutory requirements.

Management (7) Borrowing of monies. For For For growth purpose the bank will need fund which will be met through borrowings.

Management (8) Issue of securities on private placement basis. For For The issuance of securities will be within the overall borrowing limit of the company. These instruments carry very low credit risk.

66 31 July 2015

Exide Industries

Ltd.

AGM Management (1) Adoption of Profit and Loss Account and the Balance Sheet along with the consolidated financial statements of the Company as on March 31, 2015 together with the Reports of the Directors and Auditors thereon.


Management (2) Declaration of Dividend. For For As Dividend is paid out of surplus cash available after taking into account growth plans.

Management (3) Appointment of a Director in the place of Mr R B Raheja who retires by rotation and being eligible seeks re-appointment.


Management (4) Appointment M/s S. R. Batliboi & Co. LLP Chartered Accountants as the Auditors of the Company and ratification of remuneration.


Management (5) Ratification of remuneration payable to M/s Shome & Banerjee, Cost Accountants, for audit of the cost records of the products manufactured by the Company.


Shareholder (6) Appointment of Mr Bharat Dhirajlal Shah as an Independent Director of the Company.


Management (7) Approval for variation in the period, remuneration and terms and conditions of appointment of Mr A K Mukherjee, Director-Finance and Chief Financial Officer.


Management (8) Approval for variation in the period, remuneration and terms and conditions of appointment of Mr Nadeem Kazim, Director- HR & Personnel.


Management (9) Approval for variation in the period, remuneration and terms and conditions of appointment of Mr Subir Chakraborty, Director – Industrial.


Management (10) Payment of remuneration by way of commission of upto one percent of the net profits of the Company to Mr Rajesh G. Kapadia, Chairman and Mr Bharat Dhirajlal Shah, Independent Non-Executive Director of the Company.



67 31 July 2015

CESC Ltd. AGM Management (1) Adoption of financial statements and Reports of Board of Directors and Auditors for the year ended 31 March, 2015.



Management (3) Appointment of a Director in the place of Mr. A Basu who retires by rotation and being eligible seeks re-appointment.

For For Aniruddha Basu is the Managing Director of the company. His reappointment is in line with all the statutory requirements.

Management (4) Ratification of appointment of Lovelock & Lewes as the Statutory Auditors.


Shareholder (5) Appointment of Mr. K Jairaj as an Independent Director of the Company.

For For Mr. K. Jairaj is retired as Additional Chief Secretary to Government of Karnataka. His appointment is in line with all the statutory requirements.

Shareholder (6) Appointment of Mr. Pratip Chaudhuri as an Independent Director of the Company.

For For Mr. Pratip Chaudhuri is a former Chairman of State Bank of India (SBI). His appointment is in line with all the statutory requirements.

Management (7) Mortgage of properties of the Company. For For In the AGM held in July 2014, the shareholders had approved the borrowing limit of Rs.45 bn. CESC seeks shareholders’ approval to create charge on its assets against the financial assistance, in aggregate, of Rs.15 bn provided by the lenders including CITI Bank, ICICI Bank, Punjab & Sind Bank, SBI, Punjab National Bank, Axis Bank, Union Bank etc. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company.


19

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (8) Payment of Commission to non executive Directors. For For As per information and explanation provided by the company.

Management (9) Increase in the remuneration payable to Mr. A Basu, Managing Director.


Management (10) Ratification of remuneration paid to Shome & Banerjee, Cost Auditors of the Company.

For For The approval of shareholders - for payment of Rs.550,000 as remuneration to Shome & Banerjee as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

68 31 July 2015

ITC Ltd. AGM Management (1) Adoption of financial statements, Consolidated Financial Statements and Reports of Board of Directors and Auditors for the year ended 31 March, 2015.



Management (3) Appointment of a Director in the place of Mr. Kurush Noshir Grant who retires by rotation and being eligible seeks re-appointment.


Management (4)Appointment of a Director in the place of Mr. Krishnamoorthy Vaidyanath who retires by rotation and being eligible seeks re-appointment.


Management (5) Appointment of M/S Deloitte Haskins & Sells as the Auditors of the Company and ratification of remuneration.


Management (6) a) Ratification of remuneration payable to M/s. Shome & Banerjee, the Cost Auditors to conduct audit of Cost Records maintained by the Company in respect of ‘Soyabean Oil’ and ‘Face wash’.

b) Ratification of remuneration payable to Mr. P. Raju Iyer, Cost Auditors appointed to conduct audit of Cost Records maintained by the Company in respect of Paper and Paperboard’.

c) Ratification of remuneration of M/s. Shome & Banerjee, appointed as the Cost Auditors to conduct audit of Cost Records maintained in respect all applicable products of the Company, other than ‘Paper and Paperboard.


69 31 July 2015

Cholaman-dalam

Investment and Finance

Company Ltd.

AGM Management (1) Adoption of Financial Statements along with board’s and Auditor’s report for the financial year ending 31st march 2015.


Management (2) Confirmation of payment of Interim Dividend on compulsory convertible Preference Shares.


Management (3) Confirmation of payament of the Interim Dividend paid on Equity shares and approval of final dividend.


Management (4) Re-appointment of Mr. N. Srinivasan Director who retires by rotation.

For For As per information and explanation provided by the company. N Srinivasan is the Vice Chairman of the company. His re appointment meets all statutory requirements.

Management (5) Ratification of appointment of M/s. Deloitte Haskins & Sells as statutory auditors and fixing their remuneration.


Shareholder (6) Appointment of Ms. Bharati as an Independent Director For For As per information and explanation provided by the company. Bharati Rao’s appointment meets all statutory requirements.

Shareholder (7) Appointment of Mr. M. M. Murugappan as a Director liable to retire by rotation.

For For As per information and explanation provided by the company. Murugappan’s appointments meets all statutory requirements

Management (8) Issue of securities on a private placement basis. For For The issuance of securities will be within the overall borrowing limit of the company.

70 31 July 2015

Shoppers Stop Ltd.

AGM Management (1) Adoption of: a) the audited financial statement of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon; and b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2015 and the Report of the Auditors thereon.


Management (2) Declaration of dividend on equity shares. For For The dividend per share has remained flat at Rs.0.75 for the last three years. The payout ratio has ranged between 18%-20% during this period.

Management (3) Appointment of Director in the place of Mr. Neel C. Raheja who retires by rotation and being eligible, offers himself for reappointment.

For For Neel C. Raheja is part of the promoter group and a non-executive director. His reappointment is in line with the statutory requirements.

Management (4) Appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company and fixation of remuneration thereof.


Shareholder (5) Appointment of Mr. Manish Chokhani as an Independent Director of the Company.

For For Manish Chokhani is the Chairman of TPG Growth India. His appointment is in line with the statutory requirements.


20

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (6) Appointment of Mr. Gareth Thomas as an Independent Director.

For For Garet Thomas is the former Retail Director of John Lewis, an UK based retail chain. His appointment is in line with the statutory requirements.

Management (7) Approval and/or ratification of Material Related Party Transactions entered into by the Company with Hypercity Retail (India) Ltd.; the subsidiary company.

For For Hypercity Retail (India) Ltd. (Hypercity) is a 51% subsidiary of Shoppers Stop (remaining 49% held by promoters). In the past, the company had entered into various transactions with Hypercity (aggregating to Rs.5.8 bn), which it is now seeking to ratify.

Management (8) Adoption of new set of Articles of Association of the Company.

For For 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.

Management (9) Approval of issuance of Non-Convertible Debentures upto Rs.100 crores by the Company.

For For As on 31 March 2015, Shoppers Stop had a standalone debt of Rs.5.1 bn and a stable leverage profile with a debt/equity of 0.7x. At a consolidated level, the company’s total borrowings aggregated to Rs.7.5 bn, with a debt/equity of 1.4x. It currently has a long term rating of CARE A and a short term rating of CRISIL A1.

71 01 Aug. 2015

Transport Corporation of India Ltd.

AGM Management (1) Adoption of Annual Accounts and Reports thereon for the financial year ended 31st March, 2015.

For For As there is no qualification from Auditors

Management (2) Declaration of Final dividend. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of Director in the place of Mr. M. P. Sarawagi who retires by rotation and being eligible, offers himself for reappointment.

For For MP Sarawagi is the Non-Executive Director of the company. His reappointment is in line with the statutory requirements.

Management (4) Appointment of Director in the place of Mr. Chander Agarwal who retires by rotation and being eligible, offers himself for reappointment.

For For Chander Agarwal, one of the promoters, is the Joint Managing Director of the company. His reappointment is in line with all the statutory requirements.

Management (5) Re-appointment of M/s R S Agrawala & Co., the Statutory Auditors of the Company.

For For R.S. Agarwala & Co have been the company’s statutory auditors for the past 17 years. The reappointment is in line with the statutory requirements.

Management (6) Re-appointment of M/s. K B Chitracar & Co., Chartered Accountants, Kathmandu, as the Branch Auditors of the Company.

For For The branch auditors will be responsible for auditing the accounts of all the branches of the company situated in Royal Kingdom of Nepal.

Management (7) Re-appointment of M/s R S Agrawala & Co., Chartered Accountants, Bangalore, as the Branch Auditors of the Company.


Management (8) Approval for keeping of Register of Members together with Index of Members and copies of all returns at the Corporate Office/premises of Registrar/Share Transfer Agent of the Company.

For For The company’s registered office is in Hyderabad. At present, maximum number of shareholders of the company resides in Mumbai, where the prescribed criterion is met.

72 03 Aug. 2015

Voltas Ltd. AGM Management (1) Adoption of Audited Financial Statements for the year ended 31st March, 2015 together with the Report of the Board of Directors and the Auditors thereon.


Management (2) Adoption of Audited Consolidated Financial Statements for the year ended 31st March, 2015 together with Auditors Report thereon.



Management (4) Appointment of Director in the place of Mr. Vinayak Deshpande, who retires by rotation and is eligible for reappointment.

For For Vinayak Deshpande, non-executive director, is the Managing Director of Tata Projects Ltd.. He has been on the board of the company for three years. His reappointment is in line with all statutory requirements.

Management (5) Ratification of appointment of Deloitte Haskins & Sells LLP as Auditors of the Company.


Shareholder (6) Appointment of Ms. Anjali Bansal as an Independent Director.

For For Anjali Bansal is the Managing Director of Spencer Stuart India Private Ltd.. Her appointment is in line with all statutory requirements.

Management (7) Re-appointment of Mr. Sanjay Johri, as Managing Director of the Company.

For For Sanjay Johri’s proposed remuneration aggregating Rs.33.3 mn is commensurate to the size and performance of the company and in line with the remuneration paid to industry peers.

Management (8) Payment of Commission to Non-Executive Directors. For For As per the explanation provided by the company.

Management (9) Ratification of remuneration payable to M/s. Sagar & Associates, Cost Auditor.

For For Payment to cost auditors for FY16 aggregates Rs.0.4 mn which is commensurate to the size of the company.

73 03 Aug. 2015

Bharat Forge Ltd.

AGM Management (1) Adoption of: a) the audited financial statement of the Company for the Financial Year ended March 31, 2015 and the reports of the Board of Directors and Auditors thereon; and b) the audited consolidated financial statement of the Company for the Financial Year ended March 31, 2015.



21

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (2) Confirmation of dividend and declaration of final dividend on Equity Shares.

For For As Dividend is paid out of surplus cash available after taking into account growth plans.

Management (3) Appointment of Director in the place of Mr. S. E. Tandale, who retires by rotation and is eligible for reappointment.


Management (4) Appointment of Director in the place of Mr. G. K. Agarwal, who retires by rotation and is eligible for reappointment.


Management (5) Appointment of M/s. S R B C & Co. LLP as Statutory Auditors of the Company.


Shareholder (6) Appointment of Mr. K. M. Saletore as a Director of the Company, liable to retire by rotation.


Management (7) Appointment of Mr. K. M. Saletore as Executive Director and Chief Financial Officer of the Company.


Management (8) Approval of remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Auditors.




74 03 Aug. 2015

Redington (India) Ltd.

AGM Management (1) Adoption of the Standalone audited Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and Cash Flow Statement for the Financial year ended on that date and the Report of Auditors and Directors thereon.


Management (2) Adoption of the Consolidated audited Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and Cash Flow Statement for the Financial year ended on that date and the Report of Auditors and Directors thereon.



Management (4) Appointment of a Director in place of Mr. N. Srinivasan, who retires by rotation and being eligible, offers himself for re-appointment.


Management (5) Appointment of a Director in place of Mr. R. Jayachandran, who retires by rotation and being eligible, offers himself for reappointment.


Management (6) Appointment of a Director in place of Mr. R. Srinivasan, who retires by rotation and being eligible, offers himself for reappointment.


Management (7) Re-appointment of M/s. M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors of the Company.


Shareholder (8) Appointment of Ms.Suchitra Rajagopalan as independent Director of the company.


Management (9) Re-appointment of Mr. M. Raghunandan as Whole Time Director of the Company.


Management (10) Appointment of Ernst & Young LLP as Auditor(s) for the Branch Office of the Company at Singapore.


Management (11) Payment of commission to non-executive directors. For For As per information and explanation provided by the company.

75 04 Aug. 2015

Atul Ltd. AGM Management (1) Adoption of: a) the audited Standalone Financial Statements of the Company for the year ended March 31, 2015, the Reports of the Directors and the Auditors thereon; and b) the audited Consolidated Financial Statements of the Company for the year ended March 31, 2015, and the Report of the Auditors thereon.


Management (2) Declaration of dividend. For For Dividend per share has steadily increased to Rs.8.50 per share in FY15 from Rs6.0 per share in FY13. Nevertheless, dividend payout ratios have ranged at or below 15%.

Management (3) Appointment of Director in the place of Mr. R. A. Shah who retires by rotation and being eligible, offers himself for reappointment.

For For R.A. Shah has been a Director of the company since 1983. RA Shah is a Senior Partner of Crawford Bayley & Co, a firm of Solicitors and Advocates. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of Director in the place of Mr. B. N. Mohanan who retires by rotation and being eligible, offers himself for reappointment.

For For B.N. Mohanan has been a Whole-time Director of the company since 2009. He is also the Managing Director of Atul Biospace Ltd and Atul Rajasthan Date Palms Ltd. His reappointment is in line with all the statutory requirements.

Management (5) Appointment of Dalal & Shah Chartered Accountants LLP as the Statutory Auditors of the Company and fixation of remuneration.



22

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (6) Appointment of Mr. T. R. Gopi Kannan as a Director of the Company, liable to retirement by rotation.

For For T.R. Gopi Kannan is the CFO of the company. He is a FCA, FCMA, FCS and has 30 years of experience. He was appointed as an Additional Director on 17 October 2014.The company proposes to appoint him as a Whole-time Director for a period of five years.

Shareholder (7) Appointment of Mr. M. M. Chitale as an Independent Director.

For For Mukund M. Chitale is the Founder of Mukund M. Chitale & Co (Chartered Accountancy firm). His appointment is in line with all statutory requirements.

Shareholder (8) Appointment of Ms. S. A. Panse as an Independent Director.

For For Ms. Shubhalakshmi A. Panse is the former Chairperson and Managing Director of Allahabad Bank Ltd. Her appointment is in line with all statutory requirements.

Shareholder (9) Appointment of Mr. B. R. Arora as an Independent Director.

For For Baldev R. Arora is the former Chairman of Cyanamid Agro Ltd. His appointment is in line with all statutory requirements.


For For 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. A copy of the proposed AoA is available on the company’s website.

Management (11) Ratification of remuneration paid to Nanabhoy & Co, Cost Accountants, for conducting Cost Audit of the applicable products in the category of Bulk Drugs, Chemicals, Inorganic Chemicals, Organic Chemicals and their derivatives, Insecticides and Polymers.

For For The board has approved the appointment and remuneration to R Nanabhoy & Co as cost auditor to conduct the cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Inorganic Chemicals, Organic Chemicals and their derivatives, Insecticides and Polymers for FY16. The auditors will receive a remuneration of Rs. 224,000 for FY16. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

76 04 Aug. 2015

Britannia Industries

AGM Management (1) Adoption of the Audited Statement of Profit and Loss for the Financial Year ended 31 March 2015 and the Balance Sheet as on that date and the Reports of the Directors and the Auditors thereon.



Management (3) Appointment of a Director in place of Mr. Ness N. Wadia who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of M/s. BSR & Co. LLP as Statutory Auditors of the Company and fixation of their remuneration.


77 05 Aug. 2015

TV18 Broadcast

Ltd.

Postal Ballot

Management (1) Shifting of the Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra, i.e. within the Jurisdiction of the Registrar of Companies, Maharashtra at Mumbai.


Management (2) Approval to offer or invite subscriptions for secured/unsecured redeemable non-convertible debentures, foreign currency convertible bonds and/or bonds with share warrants.

For For As increased limits would make Debt:Equity ratio to 0.5x which would be reasonable for the size of the company.

Management (3) Creation of such charges, mortgages and hypothecations on movable and immovable properties of the Company.


78 06 Aug. 2015

Cummins India Ltd.

AGM Management (1) Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors for the Financial Year ended March 31, 2015.


Management (2) Approval of final dividend for the Financial Year ended March 31, 2015 and to ratify the interim dividend paid in September 2014.


Management (3) Appointment of a director in place of Mr. Casimiro Antonio Vieira Leitao, who retires by rotation and being eligible, seeks re-appointment.


Management (4) Appointment of a director in place of Mr. Edward Phillip Pence, who retires by rotation and being eligible, seeks re-appointment.

For For Edward Phillip Pence represents the promoter company and is a non-executive director of the company, with J.M Barrowman being the alternate director to him. He has attended only two meetings in FY15 with J M Barrowman attending an additional two in his absence. Consequently, together they have attended 67% of the board meetings in FY15 and 63% of the board meetings held over the past two years. His appointment is in line with all statutory requirements.

Management (5) Appointment of Auditors of the Company. For For As per information and explanation provided by the company. The performance of the auditors has been fairly satisfactory.

Shareholder (6) Appointment of Ms. Suzanne Wells, as a director liable for retire by rotation.

For For Suzanne Wells represents the promoter company and is a non-executive director of the company. She has attended only 33% of the board meetings held in FY15 post her appointment on 22 August 2014. Her appointment is in line with all statutory requirements.


23

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (7) Determination of remuneration payable to M/s. Ajay Joshi and Associates, the Cost Auditors of the Company.

For For Remuneration of Rs.0.9 mn to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

Management (8) Approval on material Related Party Transactions for sale of internal combustion engines, their parts and accessories by the Company to Cummins Ltd., UK.

For For Cummins India proposes to sell internal combustion engines, their parts and accessories amounting to Rs.12.5 bn to Cummins Ltd, UK. The proposed transaction is 27% of FY15 total income and 43% of FY15 networth of the company. The transaction is a part of regular business and on an arm’s length basis.

Management (9) Approval on material Related Party Transactions for purchase of B and L series internal combustion engines, parts and accessories there of by the Company.

For For Cummins India proposes to purchase of B and L series internal combustion engines, parts and accessories amounting to Rs. 10.1 bn from Tata Cummins Private Ltd on arm’s length basis. The proposed transaction is 23% of revenue from operations (FY15) and 35% of networth of the company (FY15).

79 06 Aug. 2015

Greaves Cotton Ltd.

AGM Management (1) Adoption of annual audited stand alone financial statement and Reports thereon and the consolidated financial statement for the year ended 31st March, 2015.

For For As the accounts are audited by the statutory auditor and no qualifications are raised by them.

Management (2) Declaration of a Final Dividend on Equity Shares. For For As it is paid after the growth requirements of the company.

Management (3) Appointment of a director in place of Mr. Karan Thapar, who retires by rotation and being eligible, seeks re-appointment.


Management (4) Appointment of Deloitte Haskins & Sells LLP as the Statutory Auditors.


Management (5) Re-appointment of Wrigley Partington, London, UK as Branch Auditors and fixation of remuneration.


Shareholder (6) Appointment of Ms. Monica Chopra as a Director of the Company liable to retire by rotation.


Management (7) Appointment of Ms. Monica Chopra as a Whole-time Director of the Company.


Management (8) Ratification of the remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Auditors.


80 06 Aug. 2015

Arvind Ltd AGM Management (1) Adoption of the Audited Statements of Accounts for the FY ended 31.3.2015 the Directors and Auditors thereon.


Management (2) Declaration of Dividend. For For The dividend per share has increased to Rs.2.6 in FY15 from Rs.2.4 in FY14 with improvement in profits. Consequently, the dividend payout ratio increased to 21% from 20% (standalone basis).

Management (3) Appointment of a Director in place of Mr. Punit Lalbhai who retires by rotation and being eligible offers himself for reappointment.

For For Punit Lalbhai is the Executive Director of the company. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of M/s. Sorab S. Engineers & Co., Chartered Accountants of Statutory Auditors.


Shareholder (5) Appointment of Mr. Samir Mehta as Independent Director.

For For Samir Mehta is the Vice Chairman of Torrent Group. His appointment is in line with all statutory requirements.

Shareholder (6) Appointment of Mr. Nilesh Shah as Independent Director.

For For Nilesh Shah is the Managing Director of Kotak Mahindra Asset Management. His appointment is in line with all statutory requirements.

Management (7) Ratification of remuneration payable to M/s Kiran J. Mehta & Co Cost Auditors to conduct the audit of the cost records maintained by the company in respect of textiles and telecommunication products.

For For Remuneration of Rs.0.4 mn to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

Management (8) Payment of Commission to Non-Executive Directors. For For Arvind Ltd has been paying commission of about 1% to non-executive directors in the past three years, which aggregates to Rs.107.3 mn. It is expected that the company will pay commission in line with what it has paid during the past three-year period.

Management (9) Adoption of new set of Articles of Association. For For With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles. The new AoA is available on the company’s website.

81 06 Aug. 2015

GlaxoSmith-Kline

Consumer Healthcare

Ltd.

AGM Management (1) Adoption of the Audited Financial Statements for the year ended 31st March 2015.


Management (2) Declaration of Dividend. For For As it is paid after the growth requirements of the company.

Management (3) Re-appointment of M/s. Price Waterhouse as the Statutory Auditors of the Company.



24

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (4) Appointment of Mr. Vivek Anand as a Whole-time Director of the Company designated as “Director-Finance and Chief Financial Officer” and fixing remuneration.


Management (5) Appointment of Mr. Manoj Kumar as the Managing Director of the Company and fixing remuneration.


82 06 Aug. 2015

D B Corp Ltd. AGM Management (1) Adoption of financial statements for the year ended March 31, 2015.


Management (2) Declaration of final Dividend and confirmation of interim dividend.

For For As it is paid after the growth requirements of the company.

Management (3) Appointment of a Director in place of Mr. Ramesh Chandra Agarwal, who retires by rotation and being eligible, offers himself for re-appointment.


Management (4) Re-appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, and M/s. Gupta Navin K. & Co., Chartered Accountants, as Joint Statutory Auditors of the Company and fixing their remuneration.


83 06 Aug. 2015

Praj Industries

Ltd.

AGM Management (1) Adoption of: a) the audited Financial Statements of the Company together with the reports of Board of Directors and the Auditors thereon. (b) the audited Consolidated Financial Statements of the Company together with the report of the Auditors thereon.


Management (2) Declaration of Dividend. For For The dividend payout ratio during the last three years averaged 58%.

Management (3) Appointment of a Director in place of Mr. Gajanan Nabar who retires by rotation and being eligible, offers himself for re-appointment.

For For Gajanan Nabar is the CEO & MD of the company. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of M/s. P. G. Bhagwat, Chartered Accountants as Statutory Auditors of the Company and fixation of their remuneration.

For For B. K. Khare & Co, Chartered Accountants, who have been the company’s statutory auditors since 2009 resigned on 12 June 2015. The resolution seeks to appoint P G Bhagwat, a Pune-based Chartered Accountancy firm, as statutory auditors from 13 June 2015 till the conclusion of the AGM (to fill the casual vacancy caused by the resignation of the earlier auditors), and for another term of five years following the completion of the AGM. The appointment is in line with all the statutory requirements.

Shareholder (5) Appointment of Mr. Daljit Mirchandani as non-executive non-independent Director of the Company liable to retire by rotation.

For For Daljit Mirchandani is the former Chairman of Ingersoll-Rand (India) Ltd. He was appointed as Additional Director with effect from 28 May 2015. He has graduated in Electrical Engineering from the Birla Institute of Technology and has more than 45 years of experience in Engineering, Strategy management & other related fields.

Management (6) Extension of an appointment of Mr. Pramod Chaudhari as Executive Chairman of the Company and fixing of remuneration.

For For Pramod Chaudhari is the Promoter and Founder of Praj Industries Ltd.. Pramod Chaudhari was re-appointed as Executive Chairman at the 2012 AGM for a period of three years with effect from 1 August 2012. The Board now proposes to extend his term for a further period of two years from 1August 2015 without any change in other terms and conditions.

Management (7) Re-appointment of Mr. Gajanan Nabar as CEO & MD of the Company and fixing of remuneration.

For For Gajanan Nabar holds a Masters Degree in Organic Chemistry and Master in Management from Bombay University. He has over 24 years of experience of multi-functional management experience. In FY15, Gajanan Nabar was paid an aggregate remuneration of Rs.26.1mn (including commission and performance linked incentives), which was 36.0x the median employee salary. In FY16, based on performance, his remuneration could be a maximum of Rs.34mn. In addition, he will be entitled to sweat equity at the commencement of his term of 0.25 mn equity shares of Rs. 2 each under ESOP 2011.

Management (8) Approval of the remuneration payable to Dhananjay V. Joshi & Associates as Cost Auditors.

For For The approval of shareholders - for payment of Rs.275,000 as remuneration to Dhananjay Joshi & Associates as cost auditors of the company - is sought in order to ensure compliance with the Companies Act 2013.

84 06 Aug. 2015

The Ramco Cements

Ltd.

AGM Management (1) Adoption of the Directors’ Report and the Company’s Standalone and Consolidated Statements of Profit and Loss for the year ended 31st March 2015, Balance Sheets as at that date and Cash Flow Statements for the year ended on that date and the Auditors’ Reports thereon.




25

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (3) Re-appointment Shri. P. R. Venketrama Raja as director, who retires by rotation.

For For P.R. Venketrama Raja is a part of promoter-family. He is the Vice Chairman and Managing Director of Ramco Systems Ltd. His reappointment is in line with all the statutory requirements.

Management (4) Ratification of appointment of M/s. M. S. Jagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates LLP as Auditors.

For For As auditors are required to be appointed by law and they comply with the provisions for appointment as per the information provided by the company.

Shareholder (5) Appointment of Smt. Justice Chitra Venkataraman (Retd.) as independent Director of the company.

For For Chitra Venkataraman retired as Judge of Madras High Court in April 2014. Her appointment is in line with all the statutory requirements.

Management (6) Ratification of payment of remuneration to M/s.Geeyes & Co., Cost auditors of the Company.

For For The approval of shareholders - for payment of Rs.300,000 (FY15), Rs.350,000 (FY16), and Rs.400,000 (FY17) as remuneration to Geeyes & Co as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

Management (7) Creation of create charge by way of mortgage, hypothecation, lien on properties of the company.

For For Ramco’s shareholders had approved its proposal to borrow upto Rs.50 bn in the AGM held in July 2014 . The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company.

Management (8) Issue of Securities on private placement basis. For For The issuance of these Rs.5 bn debentures will be carved out of the borrowing limits of the company. Ramco’s bank facilities are rated ‘ICRA AA/Stable/ICRA A1+’, which denotes the high degree of safety regarding timely servicing of financial obligations. These instruments carry lowest credit risks.

85 07 Aug. 2015

Techno Electric &

Engineering Company

Ltd.

AGM Management (1) Adoption of Balance Sheet, Statement of Profit & Loss, Report of Auditors and Board of Directors for the year ended 31st March, 2015.


Management (2) Confirmation of payment of Interim Dividend and declaration of Final Dividend.


Management (3) Appointment of a Director in place of Mr. Ankit Saraiya as Director who is a non-executive Director and retires by rotation and being eligible, seeks re-appointment.


Management (4) Ratification of appointment of M/s. S. S. Kothari & Co., Chartered Accountants as Statutory Auditors.


Shareholder (5) Appointment of Ms. Avantika Gupta as Director liable to retirement by rotation.


Management (6) Re-adoption of Memorandum of Association. For For As per information and explanation provided by the company.

Management (7) Re-adoption of Articles of Association. For For As per information and explanation provided by the company.

Management (8) Approval of payment of remuneration to Saibal Sekhar Kundu, Cost Auditor of the Company.


86 07 Aug. 2015

Gateway Distriparks

Ltd.

AGM Management (1) Adoption of Annual Accounts for the year ended 31st March 2015.


Management (2) Confirmation of Interim dividends. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of M/s. Price Waterhouse as Auditors of the company and fixation of their remuneration.


Management (4) Re-appointment of Mr. Ishaan Gupta, who retires by rotation.


87 07 Aug. 2015

Mahindra & Mahindra

Ltd.

AGM Management (1) (a) Adoption of the Audited Statements of Accounts and (b) Audited Financial Statements of the Company for the FY ended 31.3.2015 and the Reports of the Directors and Auditors thereon.



Management (3) Appointment of a Director in place of Mr. Anand G. Mahindra who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Ratification of appointment of M/s. Deloitte Haskins & Sells as Auditors of the Company and their remuneration.


Management (5) Ratification of remuneration payable to M/s N. I. Mehta & Co. Cost Auditors.


Management (6) Authority to the Board of Directors for borrowing. For For As per information and explanation provided by the company.

Management (7) Creation of security on properties of the company. For For As per information and explanation provided by the company.




26

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

88 07 Aug. 2015

TIL Ltd. AGM Management (1) Adoption of the Audited Financial Statements for the year ended on 31st March 2015 together with the Reports of the Directors and the Auditors thereon.


Management (2) Appointment of a Director in place of Mr. S. Mazumder who retires by rotation and, being eligible, offers himself for re-appointment.

For For As there is no qualification and the appointment is in line with the statutory requirements.

Management (3) Appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors of the Company and fixing their remuneration.


Management (4) Fixation of remuneration of M/s. D. Radhakrishnan & Co., Cost Auditor of the Company.


Management (5) Appointment of Ms. Veena Hingarh as a Non – Executive Independent Director of the Company.


Management (6) Creation of charge/mortgage on properties of the company.

For For To fund future growth.

89 08 Aug. 2015

Divi’s Laboratories

Ltd.

Postal Ballot

Management (1) Increase in Authorised Share Capital of the company and consequent alteration of Capital Clause of Memorandum of Association.

For For Required for Issuing bonus shares.

Management (2) Approval for Issue of Bonus shares. For For Recapitalization of Reserves. Good for shareholders.

90 08 Aug. 2015

Banco Products

(India) Ltd.

AGM Management (1) Adoption of Standalone and Consolidated Financial Statements for the Financial year ended 31.03.2015.



Management (3) Appointment of a director in place of Mr. Samir Patel, who retires by rotation and being eligible, offers himself for re-appointment.


Management (4) Ratification of appointment of M/s. Manubhai & Shah as the Statutory Auditor of the company.


Shareholder (5) Appointment of Mr. Devesh Pathak as a non-executive independent director.


Shareholder (6) Appointment of Mr. Udayan Patel as a non-executive independent director.


Management (7) Appointment and payment of remuneration to Mrs. Himali Patel, Whole-time Director and CFO.


91 08 Aug. 2015

Mangalore Refinery and

Petro- chemicals

Ltd.

AGM Management (1) Adoption of the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015, together with the Board’s Report and Auditor’s Report thereon and comments of the Comptroller & Auditor General of India.


Management (2) Appointment of a Director in place of Shri Vishnu Agrawal who retires by rotation and being eligible, offers himself for re-appointment.

For For Vishnu Agrawal is Director (Finance) of MRPL. His reappointment is in line with the statutory requirements.

Management (3) Fixation of the remuneration of the Joint Statutory Auditors of the Company.

For For The joint statutory auditors of the company are appointed by the Comptroller and Auditor General of India. The company proposes to authorize the board to fix the remuneration for such auditors for FY16. In FY15, the total remuneration paid to the joint statutory auditors was Rs.4.7 mn.

Shareholder (4) Appointment of M. Venkatesh as a Director of the Company.

For For M. Venkatesh is Director (Refinery) of MRPL. His appointment is in line with the statutory requirements.

Shareholder (5) Appointment of Shri Nalin Kumar Srivastava as a Director of the Company, liable to retire by rotation.

For For Nalin Kumar Srivastava is Deputy Secretary, Ministry of Petroleum & Natural Gas (MoP&NG). His appointment is in line with the statutory requirements.

Shareholder (6) Appointment of Smt. Perin Devi as a Director of the Company, liable to retire by rotation.

For For Ms. Perin Devi is Director, Ministry of Petroleum & Natural Gas. Her appointment is in line with the statutory requirements.

Management (7) Ratification of Remuneration to M/s Bandyopadhyaya Bhaumik & Co, Cost Auditors.

For For The remuneration of Rs.164,980 paid to the cost auditor in FY15 is reasonable compared to the size and scale of operations.

Management (8) Enhancing the Borrowing powers of Board of Directors. For For MRPL needs to raise funds (and accordingly increase its borrowing limit) to support its over Rs.80 bn planned capex. The company has a credit rating of ICRA AAA/Stable/ICRA A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. Further, MRPL’s risk profile is significantly strengthened by the operational/financial support that it receives from its parent company – Oil and Natural Gas Corporation (ONGC).

Management (9) Creation of Charges on the movable and immovable properties of the Company, both present and future, in respect of borrowings.

For For The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment terms, less restrictive covenants, and lower interest rates.


27

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

92 08 Aug. 2015

Salzer Electronics

Ltd.

AGM Management (1) Adoption of Audited Financial Statements for the year ended March 31, 2015.

For For As there is no qualification from Auditors


Management (3) Appointment of a Director in place of Shri R Dhamodaraswamy who retires by rotation and being eligible has offered himself for re-appointment.


Management (4) Appointment of a Director in place of Shri Kantilal Vajeshakar Vakharia, who retires by rotation and being eligible has offered himself for re-appointment.


Management (5) Ratification of the appointment of M/s. Swamy & Ravi as Statutory Auditor of the company.


Shareholder (6) Appointment of Dr. Mrs.Thilagam Rajeshkumar as an Non Executive Director, liable to retire by rotation.


Shareholder (7) Reappointment of Shri.L.Venkatapathy as an Independent Director.


Shareholder (8) Reappointment of Shri. Howard Michael Gladstone as an Independent Director.


Management (9) Adoption of New Set of Articles of Association of the Company.


Management (10) Approving the office of Joint Managing Director & Chief Financial Officer Shri. D. Rajesh Kumar, subjected to determination by retirement of Director by rotation.


Management (11) Approving the office of Whole Time Director (Marketing) Shri P Ramachandran, subjected to determination by retirement of Director by rotation.


Management (12) Approving the office of Director (Corporate Affairs) Shri. S Baskarasubramanian, subjected to determination by retirement of Director by rotation.


93 10 Aug. 2015

Indian Hotels

Company Ltd.

AGM Management (1) Adoption of: a) the audited Financial Statements of the Company for the year ended March 31, 2015, the Reports of the Directors and the Auditors thereon; and b) the audited Consolidated Financial Statements of the Company for the year ended March 31, 2015, and the Report of the Auditors thereon.


Management (2) Appointment of Director in the place of Mr. Shapoor Mistry who retires by rotation and being eligible, offers himself for reappointment.


Management (3) Ratification of appointment of Deloitte Haskins & Sells LLP as Statutory Auditors of the Company and fixing their remuneration.


Shareholder (4) Appointment of Ms. Vibha Paul Rishi as an Independent Director of the Company.


Shareholder (5) Appointment of Mr. Gautam Banerjee as an Independent Director of the Company.


Management (6) Creation of charge. For For The company has sought shareholders' approval through a Special resolution regarding increase in borrowing limits u/s 180(1)(c) of the Companies Act, 2013 in the last AGM held on 27th August, 2014. However, it did not seek approval for creation of charge under Section 180(1)(a) of the Companies Act, 2013. It was necessary for every Company to pass resolution regarding creation of charge under Section 180(1)(a) of the Companies Act, 2013 before 12th September, 2014. So the Company is technically non-compliant under the Section 180(1)(a) of the Companies Act, 2013 since, September, 2014. However, the Company is trying to be compliant with the mentioned section of the Companies Act, 2013 and this is an enabling resolution.

94 10 Aug. 2015

IL&FS Trans-

portation Networks

Ltd.

Postal Ballot

Management (1) Increase in borrowing powers of the Company. For For On 31 March 2015, ITNL’s current outstanding debt aggregated Rs.54.9 bn on a standalone basis. The company’s credit protection measures are moderate, which is reflected in a debt/EBITDA of 9.6x and interest coverage ratio of 1.3x on a consolidated basis. The Company has stated that it wants to increase its borrowing limits to invest in recently awarded and future projects and for meeting its working capital needs. As of 30 June 2015, the Company had approximately 35 projects in the pipeline with various project awarding authorities aggregating to 3,208 kms, which are under various stages of bidding. The aggregate cost of all 35 projects is Rs.407.0 bn.


28

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

95 10 Aug. 2015

Solar Industries India Ltd.

Postal Ballot

Management (1) Amendment(s) to Memorandum of Association of the company.

For For In order to align the existing MoA with the Companies Act 2013, the company is proposing to delete the ‘Other Objects’ clause in the MoA. The amendment helps the company comply with the regulatory requirements.

Management (2) Adoption of new set of Articles of Association of company.

For For With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles.

96 11 Aug. 2015

Hathway Cable & Datacom

Ltd.

AGM Management (1) Adoption of audited Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report for the financial year ended 31st March 2015.


Management (2) Appointment of a Director in place of Mr. Viren Raheja liable to retire by rotation and being eligible seeks reappointment.


Management (3) Appointment of a Director in place of Mr. Vinayak Aggarwal, liable to retire by rotation and being eligible seeks reappointment.


Management (4) Appointment of a Director in place of Mr. Biswajit Subramanian, liable to retire by rotation and being eligible seeks reappointment.


Management (5) Ratification of the appointment of M/s. G. M. Kapadia & Co., Chartered Accountants as Auditors of the Company.


Shareholder (6) Appointment of Ms. Ameeta Parpia as an Independent Director.


Management (7) Appointment of M/s. Ashok Agarwal & Co. as Cost Auditors of the Company.


97 12 Aug. 2015

Timken India Ltd.

AGM Management (1) Adoption of the statement of Profit and Loss for the year ended 31 March, 2015, Balance Sheet as on that date, reports of the Directors and Auditors.

For For As the accounts are audited by independent statutory auditors and they have not qualified the accounts.

Management (2) Declaration and confirmation of the interim dividend as final dividend.

For For As the dividend paid is after taking capex plans of the company

Management (3) Appointment of Director in the place of Mr. R. Ramesh who retires by rotation and being eligible, offers himself for reappointment


Management (4) Ratification of appointment of S.R.Batliboi & Co. LLP as Statutory Auditors of the Company and fixing their remuneration.


Shareholder (5) Appointment of Mrs. Rupa Mahanty as an Independent Director of the Company.


Shareholder (6) Appointment of Mr. Ajay K Das a Director of the Company, liable to retire by rotation.


Management (7) Modification in the terms of appointment of Mr. Sanjay Koul, Chairman and Managing Director of the Company.


Management (8) Ratification of remuneration payable to M/s. Shome and Banerjee, the cost auditors of the Company.


Management (9) Approval for Material transactions with Related Party – The Timken Company.

For For Timken India seeks approval of related party transactions upto Rs. 1750 mn with Timken Company per financial year: Timken Company USA is the ultimate holding company. In FY15, the transactions aggregated Rs.1.07 bn, which was 11.4% of FY15 revenues. The transactions are in the normal course of business and on an arm’s length basis.

Management (10) Approval for Material transactions with Related Party – The Timken Company.

For For Timken India seeks approval of related party transactions upto Rs.5.0 bn with The Timken Corporation, USA per financial year: Timken Corporation is a fellow subsidiary. For FY15 the transactions aggregated to Rs.2.42 bn this was 25.9% of FY15 revenues. The transactions are in the normal course of business and on an arm’s length basis.

Management (11) Approval for Material transactions with Related Party – The Timken Engineering & Research India Pvt. Ltd..

For For Timken India seeks approval of related party transactions upto Rs.3.0 bn with Timken Engineering and Research India Pvt. Ltd per financial year. For FY15 the transactions aggregated to Rs.1.49 bn; this was 15.9% of FY15 revenues. The transactions are in the normal course of business and on an arm’s length basis.

98 13 Aug. 2015

Tata Motors AGM Management (1) Adoption of: a) the Audited Statements of Accounts together with the Reports of the Directors and the Auditors thereon and (b) Audited Consolidated Financial Statements of the Company for the FY ended 31.3.2015.



29

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (2) Appointment of a Director in place of Mr. Satish Borwankar who retires by rotation and being eligible, offers himself for re-appointment


Management (3) Ratification of appointment of Deloitte Haskins & Sells LLP as the Auditors of the Company


Management (4) Payment of remuneration to the M/s Mani & Co., Cost Auditors of the company.


Management (5) Offer or invite for Subscription of Non-Convertible Debentures on private placement basis.


99 14 Aug. 2015

Akzo Nobel India Ltd.

AGM Management (1) Adoption of audited financial statements for the year ended 31 March 2015 and the Reports of the Directors and Auditors thereon.


Management (2) Declaration of Dividend. For For As the dividend paid is after taking capex plans and profits of the company.

Management (3) Appointment of a Director in place Mr. Amit Jain who retires by rotation and being eligible, offers himself for reappointment.


Management (4) Appointment of M/s B. S. R. & Associates LLP as Auditors for the year 2015-16 and fixation of remuneration.


Management (5) Appointment of Mr. R. Gopalakrishnan as an Independent Director of the Company.


Management (6) Appointment of Mr. Arvind Uppal as an Independent Director of the Company.


Management (7) Appointment of Ms. Renu S Karnad as an Independent Director of the Company.


Shareholder (8) Appointment of Ms. Kimsuka Narasimhan as an Independent Director of the Company.


Management (9) Ratification of remuneration to M/s Chandra Wadhwa & Co., Cost Auditors.


100 17 Aug. 2015

IndusInd Bank Ltd.

AGM Management (1) Adoption of the Balance Sheet as at March 31, 2015 and the Profit and Loss Account for the year ended on that date together with the Reports of the Directors and Auditors thereon.


Management (2) Declaration of Dividend. For For As the bank has sufficient cash to pay dividend.

Management (3) Appointment of M/s. Price Waterhouse Chartered Accountants LLP as the Statutory Auditors and fixing their remuneration.

For For As per information and explanation provided by the company. No concern has been identified on the auditors.

Management (4) Re-appointment of Mr. R. Seshasayee as Part-time Non-executive Chairman of the Bank.


Management (5) Re-appointment of Mr. Romesh Sobti as Managing Director & CEO.

For For As per information and explanation provided by the company. There has been no concern regarding the profile or performance of Romesh Sobti.

Management (6) Re-appointment of Mrs. Kanchan Chitale as Independent Director.

For For As per information and explanation provided by the company. There has been no concern regarding the profile or performance of Kanchan Chitale.

Management (7) Re-appointment of Mr. Vijay Vaid as Independent Director.

For For As per information and explanation provided by the company. There has been no concern regarding the profile or performance of Vijay Vaid.

Shareholder (8) Appointment of Mr. T. Anantha Narayanan as Independent Director.

For For As per information and explanation provided by the company. There has been no concern regarding the profile of Mr Narayanan.

Shareholder (9) Appointment of Mr. Ranbir Singh Butola as Independent Director.

For For As per information and explanation provided by the company. There has been no concern regarding the profile of Mr Butola.

Shareholder (10) Appointment of Mr. Yashodhan M. Kale as Non-executive Director.


Management (11) Increase in the Authorized Share Capital and alteration of the Capital Clause of the Memorandum of Association of the Bank.

For For It is an enabling resolution.

Management (12) Alteration of Article 4 of the Articles of Association of the Bank.

For For To increase the authorized share capital, articles of association has to be altered.

Management (13) Borrowing of monies. For For For growth purpose of the bank. No concern has been identified.

Management (14) Issue of Long Term Bonds/Non-Convertible Debentures on Private Placement basis.

For For As the bonds are not converted into equity shares, the issue will not have an impact on shareholders.


30

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

101 19 Aug. 2015

LIC Housing Finance Ltd.

AGM Management (1) Adoption of: a) the audited financial statement of the company for the FY ended March 31, 2015 together with the Reports of the Board of Directors and Auditors thereon and b) the audited consolidated financial statement of the company for the FY ended March 31, 2015 together with the Report of the Auditors thereon.



Management (3) Appointment of a director in place of Shri .S. B. Mainak, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.

For For As per information and explanation provided by the company.SB Mainak is the MD of LIC of India. His re appointment meets all statutory requirements.

Management (4) Appointment of Messrs Chokshi & Chokshi, LLP and Messrs Shah Gupta & Co. as Joint Statutory Auditors.

For For As per information and explanation provided by the company and the performance of the auditors have been fairly stable.

Management (5) Entering into an agreement/transaction with related party/parties upto Rs.4,000 crore for one year from the date of the this meeting.

For For As the transaction entered into is in ordinary course of business.

Management (6) Issue of Redeemable Non-Convertible Debentures on private placement basis.

For For Securities to be issued are non convertible in nature and therefore interest of shareholders will not be impacted.

Shareholder (7) Appointment of Dr. Dharmendra Bhandari as an independent Director of the Company.


Shareholder (8) Appointment of Shri. Debabrata Sarkar as an Independent Director of the Company.


Shareholder (9) Appointment of Shri. V. K. Kukreja as an Independent Director of the Company.


102 24 Aug. 2015

City Union Bank Ltd.

AGM Management (1) Adoption of the Audited Balance Sheet as at 31st March, 2015 and the Profit & Loss Account for the year ended on that date and the Reports of Directors and Auditors thereon.


Management (2) Declaration of Dividend. For For As the bank has sufficient cash to pay dividend.

Management (3) Re-election of Justice (Retd.) S.R. Singharavelu as Non-Independent Non-Executive Director, liable to retire by rotation.

For For As his reappointment is in line with all the statutory requirements.

Management (4) Re-appointment of M/s. P. Chandrasekar, Chartered Accountants as the Statutory Central Auditors of the Bank and fixing of remuneration.

For For P Chandrasekar were appointed as auditors of the bank in FY13. Their re appointment is in line with all statutory requirements.

Management (5) Approval for appointment of Branch Auditors and fixing their remuneration.

For For The bank proposes to appoint a branch auditor to audit the bank’s branches/offices that are not audited by the central statutory auditors.

Shareholder (6) Appointment of Smt. C. A. Abarna Bhaskar as Independent Non- Executive Director.

For For Abarna Bhaskar is a Chartered Accountant by profession with a practical experience in bank audits. Her appointment is in line with all the statutory requirements.

Management (7) Approval for raising capital through QIP. For For This is an enabling resolution which will be used judiciously at appropriate time depending upon the need and opportunity available. The funds will be used for continued growth and to facilitate the additional capital requirements under Basel III norms.

103 24 Aug. 2015

NCC Ltd. AGM Management (1) Adoption of: a) the audited financial statements of the company for the financial year ended 31st March, 2015 together with the reports of the Board of Directors and the auditors thereon. b) the audited consolidated financial statements of the company for the financial year ended 31st March, 2015 together with the report of the Auditors thereon.



Management (3) Appointment of a Director in place Sri. A. G. K. Raju who retires by rotation and being eligible, offers himself for reappointment.

For For A G K Raju (56) is the one of the five executive promoter directors on the Board of NCC. He has attended 71% (5 of 7) of the board meetings in FY15 and 88% (15 of 17) of the board meetings held over the past three years. His appointment is in line with all the statutory requirements.

Management (4) Appointment of a Director in place Sri. A. S. N. Raju, who retires by rotation and being eligible, offers himself for reappointment.

For For A S N Raju (57) is the one of the five executive promoter directors on the Board of NCC. He has attended 100% of the board meetings in FY15 and 88% (15 of 17) of the board meetings held over the past three years. His appointment is in line with all the statutory requirements.

Management (5) Re-appointment of M/s. M. Bhaskara Rao & Co., and M/s.Deloitte Haskins and Sells as Joint Statutory Auditors and fixing their remuneration.


Shareholder (6) Appointment of Sri. Neeraj Mohan as a Director of the Company not liable to retire by rotation.

For For Neeraj Mohan is the Executive Director, Private Equity, Blackstone Group. He is the nominee of major shareholder Blackstone on the Board of NCC.


31

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (7) Payment of remuneration to M/s.Vajralingam & Co, Cost Accountants of the company.

For For As per Section 148 of Companies Act 2013, the remuneration of Rs. 140,000 paid to cost auditors for FY15 has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

Management (8) Cancelation of the Un-subscribed portion of the Issued Capital of the Company.

For For Pursuant to the approval given by the shareholders at the EGM held in November 2004, NCC had undertaken a preferential issue of equity shares where it sought to allot 3,000,000 equity shares (then bearing face value of Rs.10 each) to select investors.However, two of such investors - ASK Securities Pvt. Ltd. and ASK Equity Research Pvt. Ltd., could not be allotted the 50,000 Equity Shares of Rs.10 each originally allocated to them, as they had undertaken a sale of equity shares of the Company during a period of six months prior to the relevant date, and therefore, rendered themselves ineligible for allotment of shares in the said Preferential issue, in terms of relevant provisions of the SEBI (DIP) Guidelines, 2000.

104 26 Aug. 2015

IL&FS Trans-

portation Networks

Ltd.

AGM Management (1) Adoption of: a) Audited Financial Statement, Reports of the Board of Directors and Auditors and b) Consolidated Financial Statement.


Management (2) Confirm the Payment of Interim Dividend as Final Dividend on Preference Shares.



Management (4) Appointment of a director in place of Mr. Vibhav Kapoor, who retires by rotation and being eligible offers himself for re-appointment.

For For Vibhav Kapoor is the Group Chief Investment Officer of IL&FS Ltd. He attended 66.7% of the board meetings held in FY15 and 82% of the board meetings held over the past three years.

Management (5) Appointment of a director in place of Mr. Pradeep Puri who retires by rotation and being eligible offers himself for re-appointment.

For For Pradeep Puri is a retired IAS officer. His reappointment is in line with all the statutory requirements.

Management (6) Ratification of the appointment of Deloitte Haskins & Sells LLP, as Statutory Auditors for FY 2015-16 and fixation of their remuneration.


Management (7) Payment of Commission to Non-Executive Directors. For For ITNL has been paying commission of about 0.5% to non-executive directors in the past, Which is in line with industry.

Management (8) Approval of remuneration payable to Mr. Dattatray Chivilkar, Cost Auditor for FY 2014-15.

For For The approval of shareholders - for payment of Rs.200,000 (excluding service tax and reimbursement of actual travel and out of pocket expenses) as remuneration to Dattatray Chivilkar as cost auditor of the company in FY15- is sought in order to ensure compliance with Section 148 the Companies Act 2013.

Management (9) Approval of remuneration payable to Mr. Dattatray Chivilkar, Cost Auditor for FY 2015-16.

For For The approval of shareholders - for payment of Rs.200,000 (excluding service tax and reimbursement of actual travel and out of pocket expenses) as remuneration to Dattatray Chivilkar as cost auditor of the company in FY16- is sought in order to ensure compliance with Section 148 the Companies Act, 2013.



Management (11) Issue of further Securities by the Company. For For ITNL proposes to have flexibility to infuse additional capital, to tap capital markets and to raise additional long term resources. Therefore the company seeks to issue securities in both domestic and international capital market to meet its working capital needs, augment long term finances and to pre-pay/repay debt. This is an enabling resolution that gives powers to the board for a year to raise funds after determining the form and terms of issuance, number of securities to be issued at each tranche, issue price, face value and discount on securities. The company will price the securities as per the SEBI (ICDR) guidelines. In case the company shall raise the entire Rs.10.0 bn through QIP issue, at the current market price of Rs.147.1 the company would have to issue 68 mn shares: this would result in an equity dilution of 21.6% on the post issuance share capital of the company.

Management (12) Approval of existing Material Related Party Transactions. For For ITNL has 39 related parties. It seeks ratification for transactions undertaken in FY15 with seven related parties. The aggregate value of these transaction is Rs.89.4bn and they largely relate to Contracts for development and construction of roads and Contracts for Operation & Maintenenace work. Given the nature of business, ITNL will need to undertake transactions with its project SPVs, which are related parties.


32

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (13) Approval for entering into Transactions/Contracts/Arrangements with related parties.

For For Given the nature of business, ITNL will need to support its project SPVs.

105 27 Aug. 2015

Cipla Ltd. AGM Management (1) Adoption of: a) the audited financial statement of the company for the FY ended March 31, 2015, the Reports of the Board of Directors and Auditors thereon and b) the audited consolidated financial statement of the company for the FY ended March 31, 2015 and the Report of the Auditors thereon.



Management (3) Appointment of a director in place of Mr. Subhanu Saxena, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.


Management (4) Re-appointment of M/s. V. Sankar Aiyar & M/s. RGN Price & Co. as Joint Statutory Auditors.


Shareholder (5) Appointment of Ms. Samina Vaziralli as a Director of the Company liable to retire by rotation.


Management (6) Ratification of the appointment of Ms. Samina Vaziralli as a Whole-time Director of the Company designated as ‘Executive Director’.


Management (7) Approval of remuneration payable to Mr. D. H. Zaveri, Cost Auditor of the company.


106 27 Aug. 2015

Century Plyboards (India) Ltd.

AGM Management (1) Adoption of Financial Statements of the Company for the financial year ended 31st March, 2015, the Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors.


Management (2) Confirmation of the payment of Interim Dividend and declaration of final dividend on Equity Shares.

For For As the dividends is paid out from the profits of the company.

Management (3) Appointment of a director in place of Sri Hari Prasad Agarwal, who retires by rotation and being eligible offers himself for re-appointment.


Management (4) Ratification of the appointment of M/s. Singhi & Co as Statutory auditors of the Company and fixation of their remuneration.


107 28 Aug. 2015

Take Solutions

Ltd.

AGM Management (1) Adoption of: a) The Audited Financial Statements of the Company for the Financial Year ended March 31, 2015 together with the Reports of the Board of Directors and Auditor's thereon and b) The Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2015 together with the Reports of the Auditor's thereon.


Management (2) Confirmation of the payment of two Interim Dividends and declaration of Final Dividend.


Management (3) Appointment of a director in place of Mr. S. Srinivasan, who retires by rotation and being eligible offers himself for re-appointment.


Management (4) Ratification of the appointment of M/s. Sundar Srini & Sridhar, as Statutory Auditors.


Shareholder (5) Appointment of Ms. Uma Ratnam Krishnan as an Independent Director.


Management (6) Realignment of Articles of Association in terms of Companies Act, 2013.


Management (7) Further Issue of Securities. For For Issue of securities will enable the company to supplement its funding needs and to meet its cost of acquisition.

108 28 Aug. 2015

Bosch Ltd. AGM Management (1) Adoption of Financial Statements for the fifteen months period from January 01, 2014 to March 31, 2015.


Management (2) Declaration of Dividend. For For As the dividend paid is after taking capex plans and profits of the company.

Management (3) Appointment of a director in place of Dr. Steffen Berns, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of Price Waterhouse & Co Bangalore LLP as Auditors.


Management (5) Appointment of Dr. Andreas Wolf as a Whole-time Director of the Company.


Management (6) Revision in remuneration of Mr. Soumitra Bhattacharya, Joint Managing Director.



33

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (7) Ratification of remuneration payable to M/s. Rao, Murthy & Associates, Cost Auditors.


Management (8) Payment of Commission to Non-Executive Directors/Independent Directors.


Management (9) Approval of Related Party Transactions with Robert Bosch GmbH, Holding Company.

For For Bosch is the listed arm of Robert Bosch GmbH, Germany (RB GmbH) India. Bosch being a part of the German conglomerate, has exclusive/sole rights to carry out the Group's business within India and has access to Group's products, solutions, technologies and the "Bosch" brand. As a part of its regular business, the Company’s transactions with the parent involve purchase of raw materials, components, trade goods, assets and services, sale of products and services, royalty payments, transfer of technology and know-how etc. on an arm's length basis Transactions with RB GmBH resulted in an income of Rs.5.8 bn and expenditure of Rs.14.2 bn in the 15 months ended 31 March15. Transactions that were done in 15 months ended 31 March 15, were 27.3% of the networth of Bosch. We understands that with the introduction of the Bharat Stage IV and Stage V emission norms, Bosch envisages an increased imports (technology, fixed assets, raw materials, and finished goods in the initial years)till its manufacturing line (to comply with the new emission norms) in India is set up. Thus, Bosch seeks approval from shareholders (under Clause 49 (VII) of the Listing Agreement) for transactions with RB GmBH for a higher annual limit of Rs.50.0 bn. The company also confirms that the transactions are in ordinary course of business and on an arm’s length basis.

109 28 Aug. 2015

UltraTech Cement Ltd.

AGM Management (1) Adoption of Audited Financial Statement (including audited Consolidated Financial Statements) for the FY ended 31.03.2015, the Reports of the Board of Directors and Auditors.



Management (3) Appointment of a director in place of Mr. Kumar Mangalam Birla, who retires by rotation and being eligible offers himself for re-appointment.

For For Kumar Mangalam Birla is the Promoter Chairman (Non-Executive) of the company. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of BSR & Co. LLP as Joint Statutory Auditors of the Company.

For For Ultratech proposes to appoint BSR & Co LLP as its joint statutory auditors, in place of Deloitte Haskins & Sells, the company’s previous joint statutory auditors. The appointment is in line with all the statutory requirements.

Management (5) Re-appointment of M/s. G. P. Kapadia & Co, as Joint Statutory Auditors of the Company.

For For As per information and explanation provided by the company. The performance of the auditors has been fairly satisfactory

Management (6) Ratification of the remuneration payable to M/s. N. I. Mehta & Co. and M/s. N. D. Birla & Co., Cost auditors of the Company.

For For The approval of shareholders - for payment of Rs.770,000 as remuneration to NI Mehta & Co and Rs.825,000 to ND Birla & Co as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

Shareholder (7) Appointment of Mrs. Sukanya Kripalu as an Independent Director of the Company.

For For Sukanya Kripalu is a Marketing Consultant and serves as a Director at Sukanya Consulting. She was the CEO of Quadra Advisory. Her appointment is in line with all the statutory requirements.

Shareholder (8) Appointment of Mrs. Renuka Ramnath as an Independent Director of the Company.

For For Renuka Ramnath is the founder of Multiples, an investment advisory firm. Prior to that, she was MD & CEO of ICICI Venture for a period of 10 years. Her appointment is in line with all the statutory requirements.

Management (9) Re-designation of Mr. O. P. Puranmalka as the Managing Director of the Company.

For For Mr. O. P. Puranmalka, Whole-time Director has been re-designated as Managing Director of the company with effect from 1 September 2014.

Management (10) Re-appointment and remuneration of Mr. O. P. Puranmalka as the Managing Director of the Company.

For For Based on the disclosures and assumptions, he will be paid a total remuneration of Rs.81.9 mn. He was paid a total remuneration of Rs.74.2 mn (-including performance linked incentive of Rs.18.4 mn), OP Puranmalka’s remuneration is commensurate with the size and performance of the company.

Shareholder (11) Appointment of Mr. Dilip Gaur as a Director of the Company.

For For Dilip Gaur joined the Aditya Birla Group in November 2004 as the Country Head and President for the Group’s Businesses in Malaysia. Prior to joining the Aditya Birla Group, he had been with Hindustan Lever for over 24 years. His appointment is in line with all the statutory requirements.

Management (12) Appointment and remuneration of Mr. Dilip Gaur as the Whole-time Director (designated as Deputy Managing Director) of the Company.

For For Based on the disclosures and assumptions, he will be paid a total remuneration of Rs.48.0 mn, Dilip Gaur’s proposed remuneration is comparable to peers in similar-sized companies and in the industry.


34

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (13) Issue of Non-convertible Redeemable Debentures on private placement basis.

For For Ultratech’s debt programmes are rated CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety with regard to timely servicing of financial obligations. Ultratech proposes to issue non-convertible debentures upto Rs.90 bn to fulfill its funding requirements.

110 31 Aug. 2015

Hero MotoCorp

Ltd.

AGM Management (1) Adoption of Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2015, and the reports of the Board of Directors and Auditor’s thereon.


Management (2) Confirmation of Interim Dividend and Declaration of Final Dividend on Equity Shares.

For For As the dividend paid is after taking capex plans and profits of the company.

Management (3) Appointment of a director in place of Mr. Suman Kant Munjal, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.


Management (4) Ratification of the appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors and fixing their Remuneration.


Shareholder (5) Appointment of Ms. Shobana Kamineni as an Independent Director.


Management (6) Amendment to Memorandum of Association of the Company.


Management (7) Adoption of new set of Articles in accordance with Act. For For As per information and explanation provided by the company.

Management (8) Remuneration to Non –Executive & Independent Directors by way of Commission.


111 31 Aug. 2015

Divi’s Laboratories

Ltd.

AGM Management (1) Adoption of audited financial statements, including audited consolidated financial statements, for the financial year ended 31st March, 2015 and the reports of the Directors and Auditors thereon.


Management (2) Confirmation of the payment of Interim Dividend and declaration of final dividend on Equity Shares.


Management (3) Appointment of a director in place of Mr. N. V. Ramana, who retires by rotation and being eligible offers himself for re-appointment.


Management (4) Ratification of the appointment of M/s. P.V.R.K. Nageswara Rao & Co. as Statutory auditors of the Company and fixation of their remuneration.


112 01 Sept. 2015

Whirlpool of India Ltd.

AGM Management (1) Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors for the financial year ended March 31, 2015.


Management (2) Appointment of a director in place of Mr. Vikas Singhal, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.


Management (3) Ratification of Appoint M/s. S. R. Batliboi & Co. LLP, as Auditors of the Company.


Management (4) Re-appointment of Mr. Arvind Uppal as Chairman & Executive Director.


Management (5) Re-appointment of Mr. Anil Berera as Executive Director & CFO.


Management (6) Re-appointment of Mr. Vikas Singhal as Whole Time Director.


Shareholder (7) Appointment of Mr. Sunil Alaric D’Souza as Director. For For As per the information and explanation provided by the company.

Management (8) Appointment of Mr. Sunil Alaric D’Souza as Managing Director.


Management (9) Ratification of remuneration of M/s. R. J. Goel & Co. as Cost auditors for FY 2015-16.

For For Remuneration of Rs.300,000 to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

113 03 Sept. 2015

Jubilant FoodWorks

Ltd.

AGM Management (1) Adoption of: a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon; and b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015 and the Report of the Auditors thereon.


Management (2) Declaration of dividend on Equity Shares. For For Company has made good profits and dividend is paid post capex requirements.


35

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Company Name



or Shareholder


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mendation

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Against/Abstain)

Reason

Management (3) Appointment of a director in place of Mr. Shyam S. Bhartia, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.

For For Shyam S Bhartia is the Chairperson of the Company. His reappointment is in line with all statutory requirements.

Management (4) Appointment of M/s. S. R. Batliboi & Co LLP as Auditors of the company and fixation of remuneration.


Management (5) Re-appointment of Mr. Ajay Kaul as Whole time Director. For For He is responsible for the strategic planning of the Company. The Company proposes to extend his term and reappoint him as CEO for five years effective March 2015. He is likely to be paid a total remuneration of Rs.32.8 mn. His remuneration is commensurate with the performance of the company and in line with his peers.

Management (6) Modification of the JFL Employees Stock Option Scheme 2011.

For For The modifications are proposed to comply with the requirements of SEBI’s (Share Based Employee Benefits) Regulations, 2014.

Management (7) Implementation of the ESOP Scheme 2011 through JFL Employees Welfare Trust.

For For The JFL Employees Stock Option Scheme 2011 will be administered by the JFL Employees Welfare Trust. The loan will be used by the trust to acquire shares from the secondary market to issue shares upto exercise of stock options. The trust route to employee stock options does not result in minority shareholders’ stake dilution.

Management (8) Authorization to the ESOP Trust for Secondary Acquisition.

For For The Company proposes to empower the JFL Employee Welfare Trust (Trust) to acquire shares upto 5% of the paid up share capital from the secondary market. The shares acquired will be transferred to employees upon exercise of stock options. The trust route to employee stock options does not result in minority shareholders’ stake dilution.

Management (9) Grant of stock options to the employees of holding, subsidiary and/or associate company(ies) under the ESOP Scheme 2011.

For For Under ESOS 2011, the Company is eligible to grant 2.5 mn stock options. The exercise price of the stock options is the share price prior to the meeting of Compensation and Remuneration Committee for the grant of stock options. The Company seeks to grant the stock options under the scheme to the employees of holding, subsidiary and associate companies.

114 04 Sept. 2015

Maruti Suzuki India

Ltd.

AGM Management (1) Adoption of the financial statements of the Company for the year ended 31st March 2015 including the audited Balance Sheet, the statement of Profit and Loss and the reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of dividend on Equity Shares. For For As the dividend paid is after taking capex plans and profits of the company.

Management (3) Appointment of a director in place of Mr. Toshiaki Hasuike, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of a director in place of Mr. Kinji Saito, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (5) Re-appointment of M/s. Price Waterhouse as Auditors of the Company.


Shareholder (6) Appointment of Mr. Toshihiro Suzuki as a Director liable to retire by rotation.


Shareholder (7) Appointment of Mr. Shigetoshi Torii as a Director liable to retire by rotation.


Management (8) Re-appointment of Mr. Kazuhiko Ayabe as a Whole-time Director designated as Director (Supply Chain).


Management (9) Ratification of remuneration of M/s. R.J.Goel & Co., cost auditors.


Management (10) Increase in shareholding limit for Foreign Institutional Investors, Foreign Portfolio Investors and Qualified Foreign Investors from 24% upto an aggregate limit of 40% of the paid-up equity share capital of the Company.


115 04 Sept. 2015

Container Corporation of India Ltd.

AGM Management (1) Adoption of Financial Statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2015, including Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss for the year ended on that date and the Reports of Board of Directors and Auditors thereon.


Management (2) Confirmation of payment of interim dividend and declaration of final Dividend.



36

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Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (3) Appointment of a director in place of Shri. Anil Kumar Gupta, Chairman & Managing Director who retires by rotation and, being eligible, offers himself for re-appointment.

For For Anil Gupta is the Chairman and Managing Director of the Company. He is an IRTS officer of 1982 batch and has worked with Indian Railways at senior positions, prior to joining CONCOR. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of a director in place of Dr. P. Alli Rani, Director (Finance) who retires by rotation and, being eligible, offers himself for re-appointment.

For For P Alli Rani, Director (Finance), began her career with the Indian Economic Service (IES), a specialized cadre of the Government of India. Subsequently, she joined the Indian Railway Accounts Service in 1986, a specialized cadre for handling the finances of the Indian Railways. Her reappointment is in line with all the statutory requirements.

Management (5) Appointment of M/s. Kumar Vijay Gupta & Co. as Auditors and fixing their remuneration.

For For The tenure of the statutory auditors is less than 10 years, which is in line with the provisions of the Companies Act, 2013.

Shareholder (6) Appointment of Shri N. Madhusudana Rao as a Director, liable for retire by rotation.

For For N Madhusudana Rao was appointed as a Director Government Nominee) by the Ministry of Railways. He is an officer of the Indian Railway Traffic Service, 1982 batch and joined Indian Railways in 1984. His appointment is in line with all the statutory requirements.

Shareholder (7) Appointment of Shri. V. Kalyana Rama as Director (Projects & Services), liable for retire by rotation.

For For V Kalyana Rama was appointed as Director (Projects & Services) from 3 June 2015. Prior to joining the Board, he was holding the post of Executive Director, South Central Region of CONCOR. He had worked in BHEL, BHPV before joining Indian Railways. His appointment is in line with all the statutory requirements.

116 08 Sept. 2015


Court Con-

vened Meeting

Management (1) Approval of the Composite Scheme of Arrangement amongst Aditya Birla Nuvo Ltd. and Madura Garments Lifestyle Retail Company Ltd. and Pantaloons Fashion & Retail Ltd. and their respective shareholders and creditors.

For For The demerger is part of the company’s operating strategy, aimed at consolidating similar business lines under one entity.

117 08 Sept. 2015

NIIT Ltd. AGM Management (1) Adoption of (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2015 together with the Reports of the Auditors and the Directors thereon & b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015 together with the Report of the Auditors thereon.


Management (2) Appointment of a director in place of Mr. P Rajendran, who retires by rotation and, being eligible, offers himself for re-appointment.

For For P. Rajendran is the Joint Managing Director of NIIT Ltd. (NIIT). He has been on the board for 25 years. His reappointment is in line with all statutory requirements.

Management (3) Ratification of appointment of M/s. Price Waterhouse as Statutory Auditors of the Company.


Management (4) Alteration in Authorised Share Capital of the company. For For The present authorised share capital comprises of equity shares of face value Re.1.0, Rs.2.0, and Rs.10.0. The company proposes to rearrange the authorized share capital so that the equity shares are of the same face value.

Management (5) Ratification of remuneration of Ramanath Iyer & Co., Cost Auditor.

For For Payment to cost auditors for FY15 aggregated Rs.0.3 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

Management (6) Appointment of Mr. Vijay K. Thadani as Managing Director of the Company.

For For At the last AGM, Vijay K. Thadani was reappointed as CEO and Whole-time Director for a period of five years with effect from 1 April 2014. The Board of Directors recently approved certain changes in the roles of the directors.

118 09 Sept. 2015

Bharat Petroleum

Corporation Ltd.

AGM Management (1) Adoption of a) the Audited Financial Statement of the Company for the financial year ended 31st March, 2015 (b) the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2015; and the Reports of the Board of Directors and the Statutory Auditors and the Comments of the Comptroller & Auditor General of India thereon.


Management (2) Declaration of dividend. For For Company has made good profits and dividend is paid post capex requirements.

Management (3) Appointment of a director in place of Shri K. K. Gupta, who retires by rotation and, being eligible, offers himself for re-appointment.

For For K.K. Gupta joined BPCL in 1979 and was the head for three business units viz. Lubes, LPG and Retail. His reappointment is in line with all statutory requirements.

Management (4) Appointment of a director in place of Shri. B. K. Datta, who retires by rotation and, being eligible, offers himself for re-appointment.

For For B.K. Datta joined BPCL in 1979. He was the head of Mumbai refinery and has also headed the Supply Chain Optimisation Function. He was also associated with the Oil Industry and Safety Directorate and Centre for High Technology. His reappointment is in line with all statutory requirements.


37

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (5) Fixation of remuneration of the Statutory Auditors. For For CNK & Associates, LLP and Haribhakti & Co, LLP were appointed as statutory auditors for FY15 by the Comptroller & Auditor General of India (C&AG). The auditors for FY16 will be appointed or reappointed by C&AG. 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 Rs.3.6 mn, to be shared in case of joint auditors.

Management (6) Approval of Private Placement of Non-Convertible Bonds/Debentures and/or Other Debt Securities.

For For The securities issued will be within the overall borrowing limits of the company. However, the company has not disclosed the quantum of NCDs that it plans to issue.

Management (7) Approval of Material Related Party Transactions. For For As the transaction is over 10% of consolidated turnover, the company needs to take shareholders’ approval in order to ensure compliance with Clause 49 of listing agreement. The transactions are in the ordinary course of business and at arm’s length.

Shareholder (8) Appointment of Smt Sushma Taishete as Director liable to retire by rotation.

For For Sushma Taishete is currently Director in Ministry of Petroleum and Natural Gas. She belongs to civil service batch of 1989. Her appointment is in line with all statutory requirements.

Management (9) Approval of Remuneration of M/s. Rohit & Associates and M/s. Musib & Company, Cost Auditors for the Financial Year 2015-16.

For For The board has approved the appointment of Rohit & Associates (for Refineries, product pipelines etc) and Musib & Company (for Lube oil blending plants etc.) as Cost Auditors for the year ended 31 March 2016 on a total remuneration of Rs.320,000 plus applicable taxes and reimbursement of out of pocket expenses.

119 09 Sept. 2015

Larsen & Toubro Ltd.

AGM Management (1) Adoption of financial statements for the year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon and the consolidated financial statements of the Company for the year ended on that date.



Management (3) Appointment of a director in place of Mr. Sushobhan Sarker, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Sushobhan Sarker is the nominee of Life Insurance Company of India (LIC) on the board. His reappointment is in line with the statutory requirements.

Management (4) Not to fill vacancy caused by retirement of Mr. M.V. Kotwal.

For For Appointing further directors may make it difficult to achieve consensus on critical issues. It is therefore in the best interests of the company to not fill the ensuing vacancy.

Management (5) Appointment of a director in place of Mr. Shailendra Narain Roy, who retires by rotation and, being eligible, offers himself for re-appointment.

For For His reappointment is in line with the statutory requirements.

Management (6) Appointment of a director in place of Mr. R. Shankar Raman, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (7) Appointment of Mr. Akhilesh Krishna Gupta as an Independent Director.


Management (8) Appointment of Mr. Bahram Navroz Vakil as an Independent Director.


Management (9) Appointment of Mr. Thomas Mathew T as an Independent Director.


Management (10) Appointment of Mr. Ajay Shankar as an Independent Director.


Shareholder (11) Appointment of Mr. Subramanian Sarma as a Director liable to retire by rotation.


Management (12) Payment of commission to Non-Executive Directors. For For Commission paid to the Non-Executive Directors aggregated Rs.32.2 mn in FY15 (0.06% of standalone net profits), which is commensurate with the size and complexity of the business.

Management (13) Raising of funds through issue of convertible bonds and/or equity shares to Qualified Institutional Buyers.

For For Based on current market price, the issuance will result in a marginal dilution of 2.1% for existing shareholders. The capital infusion will help L&T fund its growth and expansion plans.

Management (14) Issue of secured/unsecured redeemable non-convertible/perpetual debentures.

For For As on 31 March 2015, L&T had a standalone debt of Rs.129.4 bn and a stable leverage profile with a debt/equity of 0.3x. At a consolidated level, it has a debt of Rs.905.7 bn, with a debt/equity of 2.2x. It has an outstanding rating of CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The proposed NCD issue will be within the overall borrowing limit.

Management (15) Appointment of M/s. Sharp & Tannan as Statutory Auditors of the Company.



38

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (16) Appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company.

For For The appointment of Deloitte Haskins & Sells LLP is in line with the statutory requirements.

Management (17) Ratification of remuneration payable to M/s. R. Nanabhoy & Co. Cost Accountants for the financial year 2014-15.

For For The remuneration of Rs.800,000 paid to the cost auditor in FY15 is reasonable compared to the size and scale of operations

Management (18) Ratification of remuneration payable to M/s. R. Nanabhoy & Co. Cost Accountants for the financial year 2015-16.

For For The remuneration of Rs.1,100,000 proposed to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

120 09 Sept. 2015

Solar Industries India Ltd.

AGM Management (1) Adoption of Audited Financial Statements for the year ended March 31, 2015 and the Directors and Auditors Report thereon.


Management (2) Confirmation of payment of interim dividend and declaration of final Dividend for the financial year 2014-15.

For For Solar Industries Ltd. proposes a final dividend of Rs.9 per equity share for FY15. It has already paid an interim dividend of Rs.8 per equity share. The dividend payout ratio for FY15 is 31.6%.

Management (3) Appointment of a director in place of Shri Manish Nuwal, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Manish Nuwal is an Executive Director of the company and was appointed as the Chief Executive Officer in May 2015. He is part of the promoter family. His reappointment is in line with the statutory requirements.

Management (4) Appointment of M/S Gandhi Rathi & Co. as Auditors and fixing their remuneration.


Shareholder (5) Confirmation of the appointment of Shri Anil Kumar Jain as Executive Director not liable for retire by rotation.

For For Anil Kumar Jain is a B.E. in Chemical Engineering and is responsible for the manufacturing operations of the group. He is being appointed to fill the casual vacancy caused due to the resignation of Kundan Singh Talesra in May 2015. His appointment is in line with the statutory requirements.

Shareholder (6) Confirmation of appointment Smt. Madhu as a Non Executive Independent Director.

For For Dr. (Ms.) Madhu Vij is a professor of international and corporate finance at Faculty of Management Studies, University of Delhi. She was appointed as an Additional Director on 23 March 2015: the company proposed to appoint her as an Independent Director in the AGM (See Resolution 7). Her appointment is in line with the statutory requirements.

Shareholder (7) Appointment of Smt. Madhu Vij as a Woman Independent Director.

For For Refer to the discussion for resolution 6. Madhu Vij’s appointment is in line with statutory requirements.

Management (8) Approval of the remuneration payable to M/s. Khanuja Patra & Associates, Cost Auditor.

For For The remuneration of Rs.100,000 proposed to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

121 09 Sept. 2015

Ashoka Buildcon

Ltd.

AGM Management (1) Adoption of (a) audited financial statements, reports of the Board of Directors and Auditors & (b) Audited Consolidated financial statements.


Management (2) Declaration of final dividend on Equity Shares. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of a director in place of Shri. Ashok M. Katariya, who retires by rotation and, being eligible, offers himself for re-appointment.

For For His reappointment is in line with all statutory requirements.

Management (4) Ratification of appointment of M/s. M. P. Chitale & Co. as Statutory Auditors.

For For M. P. Chitale & Co. have been auditing the ompany’s accounts since FY07 (nine 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).

Management (5) Re-appointment of Mr. Ashok M. Katariya as the Whole-time Director of the Company.

For For His proposed remuneration is in line with remuneration paid to industry peers and commensurate to the size of the company and complexity of the business.

Management (6) Re-appointment of Mr. Satish D. Parakh as Managing Director of the Company.


Management (7) Re-appointment of Mr. Sanjay Londhe as as the Whole-time Director of the Company.


Management (8) Revision of the remuneration payable to Mr. Milapraj Bhansali as the Whole-time Director of the Company.


Management (9) Ratification and confirmation of remuneration paid to M/s. C Y Associates, Cost Accountants.


Management (10) Consent for material related party transactions/contracts/arrangements entered into by the Company with Related Parties on or before March 31, 2014 and continuing for execution & implementation beyond 31st March 2015.

For For The company seeks shareholder approval for its material related party contracts or agreements as on 17 April 2014 which are likely to continue beyond 31 March 2015. These transactions pertain to road maintenance contracts, guarantees given on behalf of the related parties, and loans given to the related parties. The transactions are in the ordinary course of business and on arm’s length.


39

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Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

122 10 Sept. 2015

Hindustan Petroleum

Corporation Ltd.

AGM Management (1) Adoption of Audited Financial Statement of the Corporation for the Financial Year ended March 31, 2015 and Reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of dividend. For For HPCL proposes to pay a dividend of Rs.24.50 per share for FY15 (Rs 15.50 per share in FY14). Aggregate dividend outflow for FY15 is Rs.10 bn, 63.6% higher than the dividend of Rs.6.1 bn paid in FY14.

Management (3) Appointment of a director in place of Shri. K.V. Rao, who retires by rotation and, being eligible, offers himself for re-appointment.

For For K.V. Rao is the Whole-time Director (Director–Finance) of HPCL. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of a director in place of Shri. B.K. Namdeo, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Balraj K. Namdeo is the Whole-time Director (Director–Refineries) of HPCL. His reappointment is in line with all the statutory requirements.

Management (5) Payment of remuneration of the Statutory Auditors to be appointed by the Comptroller & Auditor General of India for Financial Year 2015-16 and authorizing the Board to fix the remuneration of Statutory Auditors from Financial Year 2016-17 onwards.

For For We observe that the auditors were paid total audit fees of Rs.2.5 mn in FY15 (excluding tax and reimbursements), compared to Rs.2.1 mn in FY14, which is commensurate with the size and complexity of the company.

Shareholder (6) Appointment of Shri. Y.K. Gawali as Director of the Corporation, liable to retire by rotation.

For For Yogesh K. Gawali is the former executive director, LPG, HPCL. He has over 32 years of experience in Operations, Engineering & Projects, Logistics, Terminals, and LPG. He was appointed as an additional director wef 10 October 2014 and designated as Director-Marketing of HPCL. His appointment is in line with all the statutory requirements.

Shareholder (7) Appointment of Shri. Sandeep Poundrik as Director of the Corporation, liable to retire by rotation.

For For Sandeep Poundrik is the Joint Secretary, Ministry of Refineries. He is a nominee director of the Government of India. His appointment is in line with all the statutory requirements.

Management (8) Payment of Remuneration to M/s. R. Nanabhoy & Company & Rohit J. Vora, Cost Auditors for Financial Year 2015-16.

For For The approval of shareholders - for payment of Rs.295,000 as remuneration to R Nanabhoy & Co and Rohit J Vora as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

Management (9) Approval for Material Related Party Transactions. For For HPCL confirms that the transactions carried out/to be carried out with HMEL are at arm’s length and in the ordinary course of business.

123 15 Sept. 2015

Power Grid Corporation of India Ltd.

AGM Management (1) Adoption of the Audited Financial Statements (including consolidated financial statements) of the Company for the financial year ended 31st March, 2015, the Report of the Board of Directors and Auditors thereon.


Management (2) Noting of payment of interim dividend and declaration of final dividend.


Management (3) Appointment of a director in place of Shri. Ravi P. Singh, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Ravi P. Singh is Director (Personnel) of PGCL. His reappointment is in line with all the statutory requirements.

Management (4) Appointment of a director in place of Shri. R. P. Sasmal, who retires by rotation and, being eligible, offers himself for re-appointment.

For For R. P. Sasmal is Director (Operations) of PGCL. His reappointment is in line with all the statutory requirements.

Management (5) Fixation of remuneration of the Statutory Auditors for the Financial Year 2015-16.

For For The remuneration for these auditors will be fixed by the board. In FY15, the auditors were paid an aggregate remuneration of Rs.17.2 mn, which is reasonable given the size and scale of operations of PGCL.

Management (6) Ratification of remuneration of M/s. K. G. Goyal & Associates & M/s. R. M. Bansal & Co., Joint Cost Auditors (for Transmission and Telecom business) for the Financial Year 2015-16.

For For The company proposes a remuneration of Rs.110,000 to K. G. Goyal & Associates and Rs.100,000 to R. M. Bansal & Co. as joint cost auditors for FY15-16. The aggregate remuneration of Rs.210,000 is reasonable compared to the size and scale of operations of PGCL.

Management (7) Enhancement of Borrowing Limits. For For The total amount of loans drawn and tied up to be drawn along with those to be tied up, will exceed the existing borrowing limit of Rs.1,300 bn and would be around Rs.1,500 bn. The funds will be used for capex and to extend loans to its project SPVs. The company currently has a debt of Rs.950 bn, as against a networth of Rs.381.7 bn. Debt-equity is at 2.5x and debt/EBIDTA at 6.2x. While the leverage ratios are on the higher side, PGCL’s bank facilities are rated CRISIL AAA/Stable/CRISIL A1+, ICRA AAA/ICRA A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The rating also reflects Government’s equity support and financial guarantees towards the company.


40

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (8) Raising of Funds For For PGCL proposes to enhance its borrowing limit to Rs.1500 bn in Resolution #7. Of this Rs.151.7 bn is earmarked towards raising secured/unsecured, non-convertible, noncumulative, redeemable, taxable/tax-free Bonds under private placement/Term Loans/Term loan in the form of Line of Credit/ECB/FCB/Multilateral funding/Suppliers credit in one or more tranches depending upon the requirement of funds during FY16-17. Of this the company proposes to raise Rs.140 bn through issue of Bonds on a private placement basis.

124 15 Sept. 2015

Indian Oil Corporation

Ltd.

AGM Management (1) Adoption of audited Standalone as well as Consolidated Financial Statement of the Company for the financial year ended March 31, 2015 together with Reports of the Directors and the Auditors thereon.


Management (2) Declaration of dividend on Equity Shares. For For The total dividend outflow including dividend tax for FY15 is Rs.19.3 bn. This represents a decline of 22% from FY14, due to lower profits in FY15.

Management (3) Appointment of a director in place of Shri. Sanjiv Singh, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Sanjiv Singh is the Director (Refineries) of IOC Ltd. His reappointment is in line with the statutory requirements.

Management (4) Appointment of Shri. Debasis Sen as Director (Planning & Business Development), liable to retire by rotation.

For For Debasis Sen is the Director (Planning & Business Development) of IOC Ltd. His appointment is in line with the statutory requirements.

Shareholder (5) Appointment of Shri. A. K. Sharma as Director (Finance), liable to retire by rotation.

For For A. K. Sharma is the Director (Finance) of IOC Ltd. His appointment is in line with the statutory requirements.

Shareholder (6) Appointment of Shri. Verghese Cherian as Director (Human Resources), liable to retire by rotation.

For For Verghese Cherian is the Director (Human Resources) of IOC Ltd. His appointment is in line with the statutory requirements.

Shareholder (7) Appointment of Shri. Anish Aggarwal as Director (Pipelines), liable to retire by rotation.

For For Anish Aggarwal is the Director (Pipelines) of IOC Ltd. His appointment is in line with the statutory requirements.

Management (8) Ratification of the remuneration payable of the Cost Auditors for the financial year ending March 31, 2016.

For For The board has approved the appointment of ten Cost Auditors for the year ended 31 March 2016 on a total remuneration of Rs.1.7 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY16 (unchanged from FY15) is reasonable compared to the size and scale of operations.

Management (9) Issuance of Debentures on private placement basis. For For The debentures issued will be within the overall borrowing limits of the company. As on 31 March 2015, the total borrowing of the company on a standalone basis is Rs. 552.5 bn, compared to the overall borrowing limit of Rs.1,100 bn.

125 15 Sept. 2015

Oil And Natural Gas Corporation

Ltd.

AGM Management (1) Adoption of the Audited Financial Statements including Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2015, together with the Board’s Report and the Report of the Auditors’ thereon and Comments of the Comptroller & Auditor General of India.


Management (2) Confirmation of payment of two interim dividend and declaration of final dividend for the Financial Year 2014-15.

For For ONGC proposes a final dividend of Rs.0.5 per equity share for FY15. It has already paid two interim dividends of Rs.4 and Rs.5 per equity share.

Management (3) Appointment of a director in place of Shri Shashi Shanker, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Shashi Shanker is the Director (Technology and Field Services) of ONGC Ltd. His reappointment is in line with the statutory requirements.

Management (4) Fixation of remuneration of the Joint Statutory Auditors for the Financial Year 2015-16.

For For Varma & Varma, Khandelwal Jain & Co, Lodha & Co, Mehra Goel & Co and GD Apte & Co were appointed as joint statutory auditors for FY15 by the Comptroller & Auditor General of India (C&AG). 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. We observe that the auditors were paid total audit fees of Rs.25.0 mn in FY15 (excluding tax and reimbursements), compared to Rs.22.9 mn in FY14, which is commensurate with the size and complexity of the company.

Shareholder (5) Appointment of Shri. U. P. Singh as a Director of the Company, liable to retire by rotation.

For For U. P. Singh is an IAS Officer and is the Additional Secretary (Exploration), Ministry of Petroleum & Natural Gas. He is a Government Nominee Director. His appointment is in line with the statutory requirements.

Shareholder (6) Appointment of Shri. Ajay Kumar Dwivedi as a Director of the Company, liable to retire by rotation.

For For Ajay Kumar Dwivedi is Director (Exploration) of ONGC Ltd. His appointment is in line with the statutory requirements.

Shareholder (7) Appointment of Smt. Atreyee Das as a Director of the Company, liable to retire by rotation.

For For Ms. Atreyee Das is from the 1989 batch of Indian Audit and Accounts Service under the C&AG. She is a Government Nominee Director. Her appointment is in line with the statutory requirements.


41

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Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (8) Appointment of Shri V. P. Mahawar as a Director of the Company designated as Director (Onshore), liable to retire by rotation.

For For V. P. Mahawar is Director (Offshore) of ONGC Ltd. His appointment is in line with the statutory requirements.

Management (9) Ratification of remuneration of six Joint Cost Auditors. For For The total remuneration proposed to be paid to the cost auditors in FY16 (unchanged from FY15) is reasonable compared to the size and scale of operations.

126 15 Sept. 2015


AGM Management (1) Adoption of the Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended 31st March, 2015, the Reports of Directors’ and Auditors’ thereon.



Management (3) Appointment of a director in place of Mr. Kumar Mangalam Birla, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Kumar Mangalam Birla is the chairman of Aditya Birla Group. His re appointment is in the interest of the company and its shareholders.

Management (4) Appointment of a director in place of Mr. Tapasendra Chattopadhyay, who retires by rotation and, being eligible, offers himself for re-appointment.

For For As per information and explanation provided by the company. Mr Tapasendra’s re appointment meets all statutory requirements.

Management (5) Re-Appointment of M/s. Khimji Kunverji & Co and M/s. S R B C & Co. LLP, as Joint Statutory Auditors of the Company.


Management (6 (i))Re-appointment of M/s. Khimji Kunverji & Co as Branch Auditors for Company’s Aditya Birla Insulators units at Rishra and Halol.


Management (6 (ii))Re-appointment of M/s. Khimji Kunverji & Co. and M/s. K.S. Aiyar & Co., as joint Branch Auditors of Company’s Indian Rayon Division at Veraval.


Management (6 (iii))Re-appointment of M/s. Deloitte Haskins & Sells, as Branch Auditors of the Company’s Madura Fashion & Life Style Division at Bangalore.


Management (6 (iv))Re-appointment of M/s. S R B C & Co. LLP as Branch Auditors of the Company’s Jaya Shree Textiles Division, Rishra and Indo Gulf Fertilisers, Jagdishpur.


Management (7) Issuance of Non-Convertible Debentures for an amount upto Rs. 1,500 Crore, on private placement basis.

For For The issuance of NCD is within the borrowing limit of the company and no dilution of equity shareholders.

Management (8) Approval of remuneration of Cost Auditors of the Company for the financial year ending 31st March 2016.

For For In compliance with law. No governance issue identified.

Management (9) Maintenance of Index and Register of Members & Debentureholders and other records, etc. at the office of M/s Sharepro Services (India) Private Ltd., Company’s Registrar and Share Transfer Agents, at Mumbai.

For For As per information and explanation provided by the company. No concern has been identified.

127 18 Sept. 2015

Escorts Ltd. AGM Management (1) Adoption of Audited Financial Statement of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors’ thereon.

For For Though auditors have raised qualifications on the consolidated financial of the company, the amount involved (Rs 36.84 Crs) is not of material nature in over all aspect of the company.

Management (2) Declaration of dividend on Equity Shares. For For As dividends are paid out of profits of the company.

Management (3) Appointment of a director in place of Mr. Hardeep Singh, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of M/s. S. N. Dhawan & Co as as Statutory Auditors of the Company and fixation of remuneration.


Management (5) Approve the remuneration of M/s. Ramanath Iyer & Co., Cost Auditors for the financial year ending March 31, 2016.


Shareholder (6) Appointment of Dr. Sutanu Behuria as Director not liable to retire by rotation.


Shareholder (7) Appointment of Mr. G.B. Mathur as Director, liable to retire by rotation.


Management (8) Approve payment of professional fees to Mr. G. B. Mathur, Director.

For Against The Company spent a sum of Rs.0.78 cr on CSR and paying Rs.2.5 Cr salary to CSR Consultant. It is a case similar to a case where consultants’ fee is more than the project cost.

Management (9) Appointment of Ms. Nitasha Nanda as a Whole-time Director.


128 19 Sept. 2015

Grasim Industries

Ltd.

AGM Management (1) Adoption of: a) the Audited Financial Statements of the Company for the financial year ended 31st March 2015 together with the Reports of the Board of Directors and Auditors thereon and b) Audited Consolidated Financial Statement of the Company for the financial year ended 31st March 2015 together with the Report of the Auditors thereon.



42

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (2) Declaration of dividend on Equity Shares. For For As the company has sufficient cash to pay dividend.

Management (3) Appointment of a director in place of Mr. Kumar Mangalam Birla, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Kumar Mangalam Birla is the Chairman of the Aditya Birla Group. His reappointment is in line with all statutory requirements.

Management (4) Appointment of a director in place of Mr. N. Mohan Raj, who retires by rotation and, being eligible, offers himself for re-appointment.

For For N. Mohan Raj, Nominee Director, is an Executive Director of Life Insurance Corporation of India. His reappointment is in line with all statutory requirements.

Management (5) Re-appointment of M/s. G.P. Kapadia & Co. and Deloitte Haskins & Sells LLP, the retiring Joint Statutory Auditors of the Company and fixing their remuneration


Shareholder (6) Appointment of Mr. O. P. Rungta as an Independent Director of the Company.

For For O. P. Rungta, 73, is currently a consultant. He was a Senior Executive Vice President of Grasim (retired in 2009). His appointment is in line with all statutory requirements.

Management (7) Issue of Non - Convertible Debentures on private placement basis.

For For The company has a borrowing limit of Rs.121.4 bn (Rs.10.0 bn in excess of the aggregate of the paid up share capital and free reserves). The proposed issuance of non-convertible debentures will form a part of the company’s overall borrowing program. Grasim’s debt programs are rated CRISIL AAA/Stable/CRISIL A1+ which denotes highest degree of safety regarding timely servicing of financial obligations. These instruments carry very low credit risk.

Management (8) Ratification of remuneration to be paid to Cost Auditor M/s R. Nanabhoy & Co., Cost Accountants for the financial year 2015-16.

For For Payment to cost auditors for FY16 aggregates Rs.265,000 (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

Management (9) Approval of payment of part remuneration to Mr. Thomas Varghese.

For For Thomas Varghese is the Business Head for the Aditya Birla Group’s textiles, acrylic fibre, and overseas spinning businesses. He is an engineering graduate from IIT Delhi and an AMP Harvard Alumni. GBTL had appointed Thomas Varghese as its Whole-time Director (WTD) with effect from 1 April 2014 for a period of three years. He tendered his resignation as a WTD of GBTL with effect from 30 June 2015. However, he continues as a senior management employee of Grasim. Due to inadequate profits in GBTL, the company seeks shareholder approval to pay Thomas Varghese a sum not exceeding Rs.37.5 mn through Grasim for the period 1 April 2014 to 30 June 2015.

Shareholder (10) Appointment of Mr. Sushil Agarwal as Director of the Company not liable to retire by rotation.

For For Sushil Agarwal, 52, is the Whole-time Director and Chief Financial Officer of Grasim with effect from 1 July 2015. He is an Associate Chartered Accountant and the Former Whole-time Director and Chief Financial Officer of Aditya Birla Nuvo Ltd. (ABNL). His appointment is in line with all statutory requirements.

Management (11)Appointment of Mr. Sushil Agarwal as the Whole Time Director and CFO of the Company and fixation of remuneration.

For For Sushil Agarwal’s FY15 remuneration from ABNL was Rs.29.9 mn (including performance bonus of Rs.12.5 mn), the proposed remuneration to Sushil Agarwal sums up to Rs.46.1 mn (assuming the upper limit of performance bonus). A large proportion of Sushil Agarwal’s remuneration is linked to performance. Moreover, the proposed remuneration is in line with remuneration paid to industry peers and commensurate to the size and performance of Grasim.

Management (12) Maintenance of registers of members, debentureholders and other security holders and related registers/records at a place other than the Registered Office of the Company.

For For this will not create any inconvenience for the shareholders.

129 18 Sept. 2015

Sharda Cropchem

Ltd.

AGM Management (1) Adoption of Audited Financial Statements, Directors’ and Auditors’ Report for the financial year ended 31st March, 2015.


Management (2) Adoption of Audited Consolidated Financial Statements and Auditors’ Report for the financial year ended 31st March, 2015.


Management (3) Declaration of Dividend on equity shares. For For The dividend outflow on account of dividend distribution tax will be Rs.271.4 mn. The payout ratio for the year is 27.8%.

Management (4) Appointment of a director in place of Mr. Manish R. Bubna, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Manish Bubna is a promoter director. His reappointment is in line with all the statutory requirements.

Management (5) Appointment of M/s. S R B C & Co. LLP as Auditors and fixing their remuneration.

For For Sharda Cropchem seeks to appoint SRBC & Co. LLP as statutory auditors in place of the retiring auditors SR Batliboi & Co. LLP. Appointment is in line with all the statutory requirements.


43

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

130 18 Sept. 2015

Jindal Saw Ltd.

AGM Management (1) Adoption of a) the Audited Financial Statements of the Company for the financial year ended 31st March 2015 together with the Reports of the Board of Directors and Auditors thereon and b) Audited Consolidated Financial Statement of the Company for the financial year ended 31st March 2015 together with the Report of the Auditors thereon.



Management (3) Appointment of a director in place of Ms. Sminu Jindal, Managing Director, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of a director in place of Shri Neeraj Kumar, Group CEO & Whole-time Director who retires by rotation and, being eligible, offers himself for re-appointment.


Management (5) Re-appointment of M/s. N. C. Aggarwal & Co as Statutory Auditors & fixing their remuneration.


Shareholder (6) Appointment of Shri Abhiram Tayal as an Independent Director of the company.


Management (7) Re-appointment of Shri. Hawa Singh Chaudhary as Whole Time Director of the Company.


Management (8) Ratification of remuneration paid to M/s. R. J. Goel & Co., Cost Accountants for the year 2014-15.


Management (9) Alteration of Article of Association of the Company. For For As per information and explanation provided by the company.

Management (10) Approval for raising of debentures on private placement basis.

For For As securities to be issued are non- convertible in nature, they will cause no dilution to the shareholding of existing shareholders.

Management (11) Approval for issuing of securities to Qualified Institutional Buyers.

For For As per the rationale given by the company, they need to raise captial for the mentioned reasons and QIP would be a good way to achieve it quickly.

Management (12) Approval for issuing of ADR, GDR & FCCB in foreign market.

For For As per the rationale given by the company, this is an enabling provision and the management will use the same only if it is in company's best interest.

131 19 Sept. 2015

Inox Wind Ltd.

AGM Management (1) Adoption of the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2015, the report of Auditors thereon and the report of the Board of Directors for the said year; and the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015 and the report of the Auditors thereon.


Management (2) Appointment of Director in place of Shri Rajeev Gupta, who retires by rotation and being eligible, seeks re-appointment.

For For Rajeev Gupta is a Director at SCC Consulting Private Ltd.. His appointment is in line with all statutory requirements.

Management (3) Appointment of Statutory Auditors of the Company. For For IWL proposes to reappoint Patankar & Associates as statutory auditors: Patankar & Associates have been auditing the company’s financial statements for the past two years (since 2014). They replaced IWL’s previous statutory auditors, Dewan P.N. Chopra & Co. on 6 May 2013. The reappointment of Patankar & Associates is in line with Auditor Rotation and the provisions of Section 139 of the Companies Act 2013.

Shareholder (4) Appointment of Shri Chandra Prakash Jain as Independent Director of the Company.

For For Chandra Prakash Jain was appointed as an Additional Director from 21 October 2014. He is the former Chairman & MD of NTPC Ltd. His appointment is in line with all statutory requirements.

Shareholder (5) Appointment of Ms. Bindu Saxena as Independent Director of the Company.

For For Ms. Bindu Saxena was appointed as an Additional Director from 21 October 2014. She is a Partner at Swarup & Co, a law firm. Her appointment is in line with all statutory requirements.

Management (6) Re-appointment of Shri. Rajeev Gupta as Whole-time Director of the Company.

For For Rajeev Gupta’s proposed remuneration is in line with peers in the same industry and is commensurate with the size of the business.

Management (7) Approval of remuneration to the Cost Auditors. For For Payment to cost auditors for FY16 aggregates Rs.187,000 (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

Management (8) Approval of remuneration by way of commission to Dr S Rama Iyer, Independent Director.

For For the increase, the absolute amount of commission proposed to be paid is commensurate with the size of the business.

Management (9) Authorisation to make an offer(s) or invitation(s) for subscription of Non-convertible Debentures.

For For The company’s debt is rated CRISIL AA-/Stable/A1+, which denotes high degree of safety regarding timely servicing of financial obligations. The company has debt absorption capacity.


44

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Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

132 22 Sept. 2015

Gulf Oil Lubricants India Ltd.

AGM Management (1) Adoption of the audited financial statements of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and the Auditors thereon.


Management (2) Declaration of dividend. For For The total dividend for FY15 is Rs.5.5 per equity share. The dividend payout ratio is 42.0%.

Management (3) Appointment of M/s. Price Waterhouse, Chartered Accountants as Auditors and fixation of remuneration.


Management (4) Fixation of remuneration of the Cost Auditors. For For Payment to cost auditors for FY16 aggregates Rs.225,000 (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

Management (5) Amendment of Articles of Association of the Company. For For The company wishes to add two new clauses to its AoA. Firstly, to enable the company to hold board/committee meetings through videoconferencing/audio-visual facilities. Secondly, to allow the company’s lending institution/bank to appoint a nominee director on the board of the company. Both these amendments are in line with the provisions of the Companies Act 2013.

Management (6) Approval for not filling of vacancy caused by retirement of Mr. Ramkrishan P. Hinduja as Director.

For For Ramkrishan P. Hinduja is the Vice Chairman of GOLIL and will retire as non-executive director with effect from the conclusion of this AGM.

133 23 Sept. 2015

HSIL Ltd. AGM Management (1) Adoption of a) the audited financial statement of the Company for the financial year ended 31 March 2015, the reports of the Board of Directors and Auditors thereon; and b) the audited consolidated financial statement of the Company for the financial year ended 31 March 2015 and Auditors Report thereon.

For For As accounts are audited by statutory independent auditor.

Management (2) Declaration of dividend. For For As dividend is declared from profits of the company.

Management (3) Appointment of a director in place of Mrs. Sumita Somany, who retires by rotation and, being eligible, offers herself for re-appointment.


Management (4) Appointment of M/s. Walker Chandiok & Co LLP as Statutory Auditors of the Company.


134 23 Sept. 2015

Coal India Ltd.

AGM Management (1) Adoption of (a) the Audited Financial Statements of the Company for the financial year ended 31st March, 2015 including and the Reports of the Board of Directors, Statutory Auditor and Comptroller and Auditor General of India thereon. (b) Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2015 and the Report of Statutory Auditor thereon.


Management (2) Confirmation of payment of Interim dividend paid on equity shares for the Financial Year 2014-15 as final dividend for the year 2014-15.


Management (3) Appointment of a director in place of Shri. R Mohan Das, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of a director in place of Shri. N. Kumar, who retires by rotation and, being eligible, offers himself for re-appointment.


Shareholder (5) Appointment of Shri. Sutirtha Bhattacharya as Chairman and Managing Director of the Company not liable to retire by rotation.


Shareholder (6) Appointment of Shri. Chandan Kumar Dey as Whole time Director of the Company liable to retire by rotation.


Management (7) Ratification of remuneration payable to M/s. Musib & Co, Cost Auditor of the Company.


135 23 Sept. 2015

ZF Steering Gear (India)

Ltd.

AGM Management (1) Adoption of the audited financial statement of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon.

For For As accounts are audited by independent statutory auditors and have not qualified the reports.

Management (2) Declaration of dividend. For For As dividend is distributed from profits of the company.

Management (3) Appointment of a director in place of Mr. Utkarsh Munot, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Re-appointment of Messrs MGM & Company as the Statutory Auditors of the Company.



45

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (5) Appointment of Mrs. Eitika Munot as a Director of the Company, liable to retire by rotation.


136 23 Sept. 2015

Sanghvi Movers Ltd.

AGM Management (1) Adoption of the Financial Statements of the Company for the year ended 31st March 2015 and the reports of the Board of Directors and Auditors thereon.


Management (2) Declaration of dividend. For For Sanghvi Movers proposes a final dividend of Rs.0.5 per equity share for FY15. The total dividend outflow, including dividend tax is Rs.26.1 mn. The dividend payout ratio is 32%.

Management (3) Appointment of a director in place of Mrs. Mina C. Sanghvi, who retires by rotation and, being eligible, offers herself for re-appointment.

For For Mina Sanghvi is a Non-Executive Non-Independent Director and is the spouse of C. P. Sanghvi, the promoter and CMD. She is a Bachelor of Commerce and has experience in Business Management, Human Resource Development and System Design. She has been on the board for six years. Her re-appointment is in line with statutory requirements.

Management (4) Appointment of a director in place of Mr. C. P. Sanghvi, who retires by rotation and, being eligible, offers himself for re-appointment.

For For C. P. Sanghvi is the Promoter, Chairman and Managing Director of the company. He is an Engineer from the University of Pune and Master of Science from University of Columbia. He has more than 20 years of experience in the cranes business. His re-appointment is in line with statutory requirements.

Management (5) Appointment of M/s. B S R & Co, LLP, as Statutory Auditors of the Company.


Shareholder (6) Appointment of Mr. Sham D. Kajale, Executive Director & CFO of the Company.

For For Sham Kajale is the Executive Director & CFO of the company and has been on the board of the company for nine years. The company proposes to re-appoint him for a period of five years effective 2 September 2015 and fix his remuneration.

137 24 Sept. 2015

Ricoh India Ltd.

AGM Management (1) Adoption of the Audited Financial Statement of the Company for the Financial year ended 31st March 2015 together with the Reports of Board of Directors and Auditors thereon.


Management (2) Declaration of dividend. For For The company has proposed a dividend of Re.1 per equity share of face value Rs.10 for the year ended 31 March 2015. The total dividend proposed to be paid (including dividend tax) is Rs. 47.9 mn in FY15.

Management (3) Appointment of a director in place of Mr. H. Kitada, who retires by rotation and, being eligible, offers himself for re-appointment.

For Against H. Kitada had an attendance level of 18% in FY15 and he attended none of the six meetings held in FY14.

Management (4) Appointment of M/s. BSR & Co. LLP as the Auditors of the Company.


Shareholder (5) Appointment of Mr. Manoj Kumar as a Director of the Company, liable to retire by rotation.

For For Manoj Kumar is the Managing Director and CEO of Ricoh India Ltd.. His appointment is in line with the statutory requirements.

Management (6) Appointment of Mr. Manoj Kumar as Managing Director and Chief Executive Officer of the Company and payment of remuneration.

For For Manoj Kumar is the Managing Director and CEO of Ricoh India Ltd.. His remuneration for FY15 as Executive Vice President and CEO was Rs. 10.0 mn. The proposed remuneration of upto Rs.11.6 mn as MD & CEO is in line with industry peers and commensurate with the size and performance of the company.

Management (7) Borrowing of monies. For For The company has been judicious in raising debt in the past. In FY15, the company raised long term debt (Rs. 2bn) for the first time, via issue of Non-Commercial Debentures to Ricoh Asia Pacific Pte. Ltd. Ricoh India’s long-term debt programmes are rated IND A, which denotes adequate degree of safety with regard to timely servicing of financial obligations. Their short term debt rating is IND A1, which denotes very strong degree of safety, with low credit risk.

Management (8) Creation of charge/mortgage/hypothecation/pledge/security in any form or manner on the properties of the Company.


138 24 Sept. 2015

TV18 Broadcast

Ltd.

AGM Management (1) Adoption of (a) the audited financial statement of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2015 and report of Auditors thereon.

For For As accounts are audited by independent statutory auditor.

Management (2) Appointment of a director in place of Mr. Raghav Bahl, who retires by rotation and, being eligible, offers himself for re-appointment.



46

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (3) Ratification of the appointment of Deloitte Haskins & Sells, LLP as the Statutory Auditors and fixing their remuneration.


Shareholder (4) Re-appointment of Mr. Manoj Mohanka as an Independent Director.


Shareholder (5) Appointment of Mr. Rohit Bansal as a Director of the Company, liable to retire by rotation.


Shareholder (6) Appointment of Mr. Adil Zainulbhai as an Independent Director of the Company.


Management (7) Appointment of Ms. Kshipra Jatana as Manager. For For As per information and explanation provided by the company.

Management (8) Ratification of remuneration of Pramod Chauhan & Associates, Cost Auditors of the company.


139 24 Sept. 2015

Simplex Infrastruc-tures Ltd.

AGM Management (1) Adoption of (a) the Audited Financial Statements of the Company for the Financial year ended on 31st March, 2015, together with the Reports 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, 2015 together with the Report of the Auditors thereon.



Management (3) Appointment of a director in place of Mr. Rajiv Mundhra, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Rajiv Mundhra is a promoter director. His appointment is in line with all statutory requirements.

Management (4) Ratification of the appointment of Price Waterhouse as Auditors of the company and fixing their remuneration.


Management (5) Ratification of the appointment of M/s. H.S. Bhattacharjee & Co. as Auditors of the company and fixing their remuneration.

For For H.S. Bhattacharjee & Co., have been auditing the company’s accounts for four years (since 2012). There were reappointed for a period of five years in the 2014 AGM- H S Bhattacharjee will be responsible for the audit of branches and project sites as well. The ratification is in line.

Shareholder (6) Appointment of Ms. Leena Ghosh as an Independent Director of the Company.

For For Ms. Leena Ghosh was appointed as an Additional Director from 24 March 2015. She is the former Vice President Internal Audit of SREI Infrastructure Finance Ltd. Her appointment is in line with all statutory requirements.

Management (7) Approval of remuneration payable to M/s. Bandyopadhyay Bhaumik & Co., Cost Auditors.


Management (8) Issue of Secured/Unsecured Non-Convertible Debentures.

For For The NCDs will be carved out of the company’s overall borrowing limits of Rs. 50.0 bn. SIL’s debt facilities are rated CARE A+. This resolution has a one year validity.

140 24 Sept. 2015

AIA Engineering

Ltd.

AGM Management (1) Adoption of audited financial statements of the Company for the financial year ended March 31, 2015.



Management (3) Appointment of a director in place of Mr.Yashwant M. Patel, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Yashwant M. Patel is an Executive Director of the company. His re-appointment is in line with the statutory requirements.

Management (4) Re-Appointment of M/s. Talati & Talati as the Statutory Auditors.


Shareholder (5) Appointment of Mrs. Khushali Samip Solanki as a Director liable to retire by rotation.

For For Ms. Khushali Solanki is the daughter of Bhadresh Shah, the promoter and MD of the company. She holds a Diploma in Hotel Management. Her appointment is in line with the statutory requirements.

Shareholder (6) Appointment of Mrs. Bhumika Shyamal Shodhan as a Director liable to retire by rotation.

For For Ms. Bhumika Shodhan is the daughter of Bhadresh Shah, the promoter and MD of the company. She is a fashion designer and co-founder of Shyamal & Bhumika, a fashion design company. Her appointment is in line with the statutory requirements.

Shareholder (7) Appointment of Mr. Rajan Ramkrishna Harivallabhdas as an Independent Director.

For For Rajan Harivallabhdas is a former MD of HK Finechem Ltd. His appointment is in line with the statutory requirements.

Management (8) Approval of Related Party Transactions. For For Welcast Steels Ltd. (WSL) is a subsidiary company of AIA Engineering. AIA Engineering holds 74.85% of the shares in the share capital of WSL. AIA Engineering proposes to ratify related party transactions with WSL for FY15. The transaction relates to purchase of goods amounting to Rs. 2.3 bn, in the ordinary course of business and at arm’s length.


47

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (9) Ratification of remuneration payable to M/s. Kiran J. Mehta & Co., Cost Auditors.

For For The board has approved the appointment of Kiran J. Mehta & Co as cost auditors for the year ended 31 March 2016 on a total remuneration of Rs.0.4 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY16 is reasonable compared to the size and scale of operations.

Management (10) Approval for holding of Office or Place of Profit by Mr. Yashwant M. Patel a Whole-time Director of the Company.

For For Himanshu Patel is the son-in-law of Yashwant Patel, an Executive Director of the company. The company proposes to appoint him as a Director of Vega Industries (Middle East) FZ Co., UAE. Himanshu Patel, 49, holds a B. Sc. (Honours) degree in Economics & Computer Science from City University, London. Himanshu Patel acts as a Commercial Director for Vega Industries’ operations worldwide. His proposed remuneration is lower than remuneration paid to peers.

141 24 Sept. 2015

State Bank of India

EGM Management (1) Issue of equity shares on preferential basis to Government of India.

For For The equity infusion will support the bank’s capital adequacy requirements.

142 25 Sept. 2015

HT Media Ltd.

AGM Management (1) Adoption of audited financial statements of the Company for the financial year ended March 31, 2015.

For For As the accounts are audited by the independent statutory auditors.

Management (2) Declaration of dividend. For For As dividend are paid out of profits of the company.

Management (3) Appointment of a director in place of Shri Priyavrat Bhartia, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Ratification of appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company and fixing their remuneration.


Shareholder (5) Appointment of Shri. Vikram Singh Mehta as an Independent Director of the Company.


Management (6) Payment of annual commission to the Non-executive Directors of the Company.


Management (7) Approval for borrowing(s) in excess of aggregate of paid-up share capital and free reserves.


Management (8) Approval to offer or invitation to subscribe to Non-Convertible Debentures/Bonds issued on private placement basis.


Management (9) Approval to transfer of ‘Hindustan’ and certain other Hindi publication related trademarks to Hindustan Media Ventures Ltd. (subsidiary company.


Management (10) Appointment of Shri Shamit Bhartia as Managing Director (designated as Joint Managing Director) of the Company.


Management (11) Revision in remuneration of Shri Rajiv Verma, Whole-time Director of the Company.

For Against The remuneration fixed is too high compared to the scale & performance of the company. It’s too high v/s peers as well.

143 26 Sept. 2015

Oil India Ltd. AGM Management (1) Adoption of the Audited Balance Sheet of the Company as at 31st March, 2015 and the statement of Profit & Loss for the year ended on that date together with Reports of the Auditors and Comments of the Comptroller & Auditor General of India thereon.


Management (2) Confirmation of payment of interim dividend and declaration of final dividend.

For For Oil India paid an interim dividend of Rs.10 per equity share and proposes a final dividend of Rs.10.0 each resulting in an aggregate cash outflow of Rs.14.4 bn. The dividend payout ratio for FY15 is 57.6%.

Management (3) Appointment of Director in place of Shri. Nalin Kumar, who retires by rotation and being eligible, seeks re-appointment.

For For Nalin Kumar Srivastava is the Deputy Secretary at Ministry of Petroleum and Natural Gas. His reappointment is in line with all statutory requirements.

Management (4) Fixation of remuneration/fees of Statutory Auditors of the Company appointed by the Comptroller & Auditor General of India.


Shareholder (5) Appointment of Shri. Biswajit Roy as Director (HR&BD) of the Company, liable to retire by rotation.

For For Biswajit Roy is a graduate in Chemical Engineering from IIT Roorkee. He has also done a management programme from Management Development Institute (MDI), Gurgaon. He has over 32 years of rich experience in the Oil Industry, spanning across a spectrum of diverse functions such as Marketing, Operations, Business Development, Human Resources, besides a stint at the Overseas Office of Indian at Dubai. He was appointed as a Director (Human Resource & Business Development) on 8 May 2015.


48

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (6) Appointment of Shri. Pramod Kumar Sharma as Director (Operations) of the Company, liable to retire by rotation.

For For Pramod Kumar Sharma is a post graduate in Geophysics from Banaras Hindu University, Varanasi. He also holds a post graduate diploma in Management from All India Management Association (AIMA), New Delhi. He has an experience of more than three decades in the Exploration and Production industry in India and abroad. He has worked at various senior positions in the Fields Head Quarters of the Company at Duliajan, Assam. He was appointed as a Director (Operations) on 1 June 2015.

Management (7) Ratification of the remuneration payable to M/s. Chandra Wadhwa & Co., Cost Auditors.

For For As per Section 148 of Companies Act 2013, the remuneration of Rs.145,000 payable to Chandra Wadhwa & Co for FY16 has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

144 26 Sept. 2015

JK Lakshmi Cement Ltd.

AGM Management (1) Adoption of (a) the Audited Financial Statements of the Company for the Financial year ended on 31st March, 2015, together with the Reports 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, 2015 together with the Report of the Auditors thereon.



Management (3) Appointment of a director in place of Shri Sushil Kumar Wali, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Sushil Kumar Wali manages the company’s manufacturing and project activities. He has over 36 years of experience in cement industry. He has been Chairman/Member of various committees set up by CMA/Government/Chamber of Commerce & Industry. His reappointment is in line with all statutory requirements.

Management (4) Ratification of the appointment of M/s. Lodha & Company as Auditors of the company and fixing their remuneration.


Management (5) Ratification of remuneration payable to M/s. R.J. Goel & Company, Cost Auditors.

For For Remuneration of Rs. 100,000 to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

Management (6) Creation of mortgage and/or charge on the immovable and movable properties of the Company to support the obligations in respect of upto 4,750 NCDs aggregating up to Rs. 475 crores issued/to be issued by Hansdeep Industries & Trading Company Ltd.

For For HITCL is a 100% subsidiary that has raised debt to support the capital expenditure requirements of Udaipur Cement Works Ltd. (UCWL), another subsidiary. UCWL is currently under the purview of BIFR and therefore cannot raise directly raise debt. Investors in HITCL’s NCD programmes require a charge on JK Lakshmi Cement Ltd.’s (JK Lakshmi) assets.

Management (7) Issue of Non-Convertible Debentures on private placement basis.

For For The company seeks shareholders’ approval for issuance of Non-Convertible Debentures of up to Rs. 10 bn in one or more tranches for substituting Rs. 1 bn NCD’s redeemed by the company in February 2014 and February 2015 and remaining Rs. 9 bn to refinance the existing loans borrowed by the company to meet its various project requirements. The issuance of securities will be within the overall borrowing limit.

145 26 Sept. 2015

Force Motors Ltd.

AGM Management (1) Adoption of Financial Statements for the year ended 31st March 2015 and the Board’s and Auditors’ Report thereon.

For For As accounts are audited by independent statutory auditors.

Management (2) Declaration of dividend. For For As dividends are declared from the profits of the company.

Management (3) Appointment of a director in place of Mr. Vinay Kothari, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of M/s. P.G.Bhagwat as Auditors and to fix their remuneration for the year 2015-16.


Management (5) Permission to contribute to charitable and other funds. For Against As amount of Rs.25 Crs is very large given the profitability of the company and no sufficient information/clarification is made available by the company on the end purpose.

Management (6) Fixation of remuneration of M/s. Joshi Apte & Associates, the Cost Auditors.


146 28 Sept. 2015

Texmaco Rail &

Engineering Ltd.

AGM Management (1) Adoption of Audited Financial Statements of the Company, the Directors’ and Auditors’ Report thereon for the year ended 31st March, 2015.



Management (3) Appointment of a director in place of Mr. D. H. Kela, who retires by rotation and, being eligible, offers himself for re-appointment.

For For D.H. Kela is a Whole Time Director & CEO (Steel Foundry) of the company. His reappointment is in line with all the statutory requirements.

Management (4) Ratification of appointment of M/s. K. N. Gutgutia & Co as Statutory Auditors of the Company and fixing their remuneration.



49

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (5) Fixing of remuneration of Messrs. DGM & Associates, Cost Auditors of the company.

For For Their reappointment is in line with all the statutory requirements. The proposed remuneration of Rs.125,000 is reasonable compared to the size and scale of operations.

Shareholder (6) Re-appointment of Mr. S. K. Poddar as the Executive Director and Chairman of the Company, not liable to retire by rotation.

For For S.K. Poddar is the promoter and Executive Chairman of the company. His reappointment is in line with all the statutory requirements.

Shareholder (7) Appointment of Mr. A. K. Vijay as Director, liable to retire by rotation, and also as an Executive Director of the Company.

For For A.K. Vijay’s appointment is in line with all the statutory requirements. His proposed remuneration of Rs. 4.9 mn per annum comparable to remuneration paid to peers within the industry.

Shareholder (8) Appointment of Ms. Mridula Jhunjhunwala as an Independent Director of the Company.

For For Mridula Jhunjhunwala is a Chartered Accountant. Her appointment is in line with all the statutory requirements.

Shareholder (9) Appointment of Mr. Sabyasachi Hajara as an Independent Director of the Company.

For For Sabyasachi Hajara is retired Chairman and Managing Director of SCI. His appointment is in line with all the statutory requirements.

Management (10) Approval for entering into the Related Party Transactions with Kalindee Rail Nirman (Engineers) Ltd.

For For Texmaco has participated has in tenders of Dedicated Freight Corridor Corporation of India Ltd. (DFCCIL). The company proposes to sub-contract jobs of the rail infrastructure work up to Rs. 5.0 bn at arm’s length spanning 3-4 years to its associate Company, Kalindee Rail Nirman (Engineers) Ltd.. In July 2015, shareholders approved amalgamation of Kalindee Rail with the company, in an all-share acquisition with 106 shares of Texmaco Rail being issued for every 100 shares of Kalindee Rail. Since the amalgamation is not yet into effect the company has sought shareholder approval.

Management (11) Approval of remuneration paid in excess of the limits prescribed to the Executive Directors.


Management (12) Amendment of Articles of Association of the Company. For For As per the existing provision under the Article 75 of the Articles of Association of the Company, the number of board members should not exceed twelve. Considering the prospect of new businesses, the company may induct new directors. Therefore, Texmaco proposes to increase the board size upto 15 directors.

147 28 Sept. 2015

Sarla Performance

Fibers Ltd.

AGM Management (1) Adoption of Financial Statements. For For As accounts are audited by the independent statutory auditor.

Management (2) Declaration of dividend. For For As dividend is paid out of profits of the company.

Management (3) Appointment of a director in place of Mr. Madhusudan S. Jhunjhunwala, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Ratification of appointment of M/s. Sundarlal, Desai & Kanodia as Statutory Auditors of the Company and fixing their remuneration.


Management (5) Re-appointment of Mr. Madhusudan S. Jhunjhunwala, Chairman & Whole-time Director of the Company.


Management (6) Re-appointment of Mr. Krishnakumar M. Jhunjhunwala, Managing Director of the Company.


Shareholder (7) Appointment of Ms. Neha K. Jhunjhunwala as a Director of the Company, liable to retire by rotation.


Management (8) Sub-division/Stock Split of Equity Shares of the Company. For For As per information and explanation provided by the company.

Management (9) Alteration of Memorandum of Association. For For As per information and explanation provided by the company.

Management (10) Alteration of Articles of Association. For For As per information and explanation provided by the company.



148 28 Sept. 2015

PNC Infratech

Ltd.

AGM Management (1) Adoption of a) Audited Financial Statements, Reports of the Board of Directors and Auditors & b) Audited Consolidated Financial Statements.



Management (3) Appointment of a director in place of Shri Naveen Kumar Jain, Whole Time Director, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Naveen Kumar Jain, 55, is part of the promoter group and a whole-time director on the board. His reappointment is in line with the statutory requirements.

Management (4) Appointment of a director in place of Shri Anil Kumar Rao, Whole Time Director, who retires by rotation and, being eligible, offers himself for re-appointment.

For For As per information avilable.

Management (5) Ratification of the appointment of M/s. Purushottam Agrawal & Company and M/s. S.S. Kothari Mehta & Co., as Auditors of the company.



50

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (6) Maintenance of statutory books and Registers and other documents at a place other than registered office of the company.

For For The RTA of the company, Link Intime India Private Ltd. has an office in New Delhi. The company is proposing to keep and maintain all the register and books of accounts at the RTA office, in addition to its own registered office.

Management (7) Ratification of remuneration payable to M/s. R. K. G. & Associates, Cost Auditors of the Company for FY. 2015-16.

For For The proposed remuneration of Rs.40,000 payable to the cost auditor in FY16 is reasonable, compared to the size and scale of the company.

149 28 Sept. 2015

Mold-Tek Packaging

Ltd.

AGM Management (1) Adoption of the audited financial statements for the financial year ended 31st March, 2015, and the Report of the Directors and Auditors thereon.


Management (2) Confirmation of the payment of interim dividend and declaration of final dividend.

For For Dividends is paid out to the shareholders from the profits of the company.

Management (3) Appointment of a director in place of Ms. J. Mytraeyi, who retires by rotation and, being eligible, offers herself for re-appointment.


Management (4) Ratification of the appointment of M/s. Praturi & Sriram as Auditors of the company and fixing their remuneration.


Management (5) Revision of remuneration to Mr. J. Lakshmana Rao, Chairman & Managing Director.


Management (6) Revision of remuneration to Mr. A. Subramanyam, Deputy Managing Director of the Company.


(7) Revision of remuneration to Mr. P. Venkateswara Rao, Deputy Managing Director of the Company.



For For 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 articles of association for a company Ltd. by shares. As per Section 14 of the Act, approval of the Members of the Company by way of a Special Resolution is required for alteration of Articles of Association of the Company.

150 28 Sept. 2015

Bank of Baroda

AGM Management (1) Issue of equity shares at a premium on preferential basis to Government of India.

For For The equity infusion will support the bank’s capital adequacy requirements.

151 29 Sept. 2015

PVR Ltd. AGM Management (1) Adoption of the Audited Balance Sheet as at 31st March, 2015 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon.

For For As accounts are audited by independent statutory auditor.

Management (2) Declaration of dividend. For For As dividends are declared from profits of the company.

Management (3) Appointment of a director in place of Mr. Vicha Poolvaraluk who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of a director in place of Ms. Renuka Ramnath, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (5) Ratification of appointment of M/s. S.R.Batliboi & Co. LLP, as Statutory Auditors of the company and fixing their remuneration.


Management (6) issue of Non Convertible Debentures on private placement.


152 29 Sept. 2015

Dish TV India Ltd.

AGM Management (1) Adoption of the Audited Financial Statements of the Company - on a standalone and consolidated basis, for the Financial Year ended March 31, 2015 including the Balance Sheet as at March 31, 2015, the Statement of Profit & Loss for the financial year ended on that date, and the Reports of the Auditors’ and Board of Directors’ thereon.

For For As accounts are audited by independent statutory auditors.

Management (2) Appointment of a director in place of Mr. Ashok Mathai Kurien, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (3) Ratification of the appointment of M/s. Walker Chandiok & Co LLP, as Auditors of the company and fixing their remuneration.


Shareholder (4) Appointment of Dr. Rashmi Aggarwal as an Independent Director of the Company


Management (5) Re-Appointment of Mr. Jawahar Lal Goel as the Managing Director of the Company.

For Against The remuneration stated on re appointment is very high (4.3x) and is fixed in nature.


51

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (6) Revision in terms of Appointment including remuneration of Mr. Gaurav Goel, Executive Vice President- Business Development and Strategy.


Management (7) Adoption of newly substituted Articles of Association of the Company.


153 29 Sept. 2015

Credit Analysis and

Research Ltd.

AGM Management (1) Adoption of audited financial statements and the audited consolidated financial statements of the Company for the financial year ended March 31, 2015 together with the Reports of the Directors and the Auditors thereon.



Management (3) Ratification of the appointment of M/s. Khimji Kunverji & Co. as Auditors of the company and fixing their remuneration.


Management (4) Appointment of a director in place of Mr. Rajesh Mokashi, who retires by rotation and being eligible offers himself for re-appointment.


Shareholder (5) Appointment of Mr. S. B. Mainak as a Non-Executive Director, liable to retire by rotation.


Management (6) Re-appointment of Mr. D. R. Dogra as Managing Director & Chief Executive Officer.

For For As per information and explanation provided by the company. No concern has been identified regarding the profile of Mr Dogra.

154 29 Sept. 2015

Kalpataru Power

Transmission Ltd.

AGM Management (1) Adoption of (a) the Audited Financial Statement of the Company for the financial year ended March 31, 2015, the Reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2015.



Management (3) Appointment of Directors in place of those retiring by rotation.


Management (4) Ratification of the appointment of M/s. Deloitte Haskins & Sells, as statutory Auditors of the company and fixing their remuneration.

For For Kalpataru Power Transmission Ltd. (‘KPTL’) proposes to ratify Deloitte Haskins & Sells as the statutory auditors. Deloitte Haskins & Sells has been the auditor of the company for the past seven years. Auditor Rotation and with the provisions of section 139 of the Companies Act 2013.

Shareholder (5) Appointment of Ms. Anjali Seth as a Director of the Company liable to retire by rotation.

For For Anjali Seth is the former Legal Head of Standard Chartered Bank, India. Her appointment is in line with all the statutory requirements.

Management (6) Re-appointment of Mr. Manish Mohnot as the Managing Director of the company.

For For Manish Mohnot is the Managing Director of the company. His reappointment is in line with all the statutory requirements.

Management (7) Issue of secured/unsecured redeemable non-convertible debentures.

For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. KPTL’s debt programmes are rated CRISIL AA/Stable/A1+: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry very low credit risk.

Management (8) Approval of remuneration payable to M/s. K. G. Goyal & Associates, Cost Auditors.

For For Their reappointment is in line with all the statutory requirements. The proposed remuneration of Rs. 0.1 mn is reasonable compared to the size and scale of operations.

155 29 Sept. 2015

Gujarat Fluoro-

chemicals Ltd.

AGM Management (1) Adoption of (a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2015, the reports of the Board of Directors and Auditors thereon; (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015 and the report of the Auditors thereon.



Management (3) Appointment of a director in place of Shri. Devendra Kumar Jain, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of Statutory Auditors of the company. For For As per information and explanation provided by the company.

Shareholder (5) Appointment of Shri. Rajagopalan Doraiswami as Independent Director of the Company.


Shareholder (6) Appointment of Ms. Vanita Bhargava as Independent Director of the Company.



52

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (7) Re-appointment of Shri. Dinesh Kumar Sachdeva as Whole-time Director of the Company.


Shareholder (8) Appointment of Shri. Anand Rambhau Bhusari as Whole-time Director of the Company.


Management (9) Approval of remuneration payable to M/s. Kailash Sankhlecha & Associates, Cost Auditors.


156 29 Sept. 2015

Sadbhav Engineering

Ltd.

AGM Management (1) Adoption of (a) Audited Financial Statement, Report of the Board of Directors and Auditors (b) Audited Consolidated Financial Statement.



Management (3) Appointment of a director in place of Mr. Shashin V. Patel, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Shashin Patel, 34, is part of the promoter family and Joint Managing Director of Sadbhav Engineering. His re-appointment is in line with statutory requirements.

Management (4) Appointment of a director in place of Mr. Nitin R. Patel, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Nitin Patel, 46, is part of the promoter family and is CEO of Sadbhav Engineering. His re-appointment is in line with statutory requirements.

Management (5) Ratification of appointment of M/s. Surana Maloo & Co as Auditors of the Company and fixing their remuneration.

For For The company seeks to ratify Surana Maloo & Co. as statutory auditors, Surana Maloo & Co. have been the company’s auditors for the last three years.

Shareholder (6) Appointment of Mrs. Purvi S. Parikh as an Independent Director.

For For Ms. Purvi Parikh, 32, is a Chartered Accountant. Her appointment is in line with statutory requirements.

Management (7) Ratification of remuneration payable to M/s. Jitendra Soni & Co., Cost Auditors of the Company.

For For The total remuneration proposed to be paid to the cost auditors in FY15 and FY16 is reasonable compared to the size and scale of operations.

Management (8) Issue of Secured/Unsecured Non-Convertible Debentures and/or other Debt Securities on private placement basis.

For For The NCDs will be carved out of the company’s overall borrowing limits of Rs. 20.0 bn over and above the paid-up capital and free reserves. Sadbhav Engineering’s debt facilities are rated CARE A+.

Management (9) Authorization to Board of Directors to make investment on behalf of the Company.


Management (10) Approval of Related Party Transactions. For For Sadbhav Engineering proposes to ratify related party transactions with subsidiary companies for FY15 and beyond. It seeks approval for contracts and arrangements entered into by the company which are expected to continue beyond 31 March 2015. Although the company has not provided the quantum of transactions nor a specific timeline for the related party transactions, all of these related to the SPVs of the company. Therefore, the scope of the transactions and the timeline, to that extent, are defined. Further, these transactions are in the ordinary course of business and are at arm’s length pricing.

157 29 Sept. 2015

Tata Communica-

tions Ltd.

AGM Management (1) Adoption of a) the audited Standalone Financial Statements of the Company for the !nancial year ended 31 March 2015, the Report of the Board of Directors and the Auditors’ Report thereon; and b) the audited Consolidated Financial Statements of the Company for the financial year ended 31 March 2015 and the Auditors’ Report thereon.


Management (2) Declaration of dividend. For For The company proposes to pay a dividend of Rs. 5.5 per share (FV Rs. 10), compared to Rs. 4.5 per share last year with improving standalone profits.

Management (3) Appointment of a director in place of Dr. Ashok Jhunjhunwala, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Dr. Ashok Jhunjhunwala is Professor in the Department of Electrical Engineering, IIT Madras. TIE conferred him the title of Dronacharya for his contributions to the cause of entrepreneurship, as he incubated and nurtured over 100 companies at IIT Madras. His reappointment is in line with all statutory requirements.

Management (4) Appointment of a director in place of Mr. N. Srinath, who retires by rotation and, being eligible, offers himself for re-appointment.

For For N. Srinath is the Managing Director of Tata Teleservices Ltd. He has over 25 years of experience in TATA group. His reappointment is in line with all statutory requirements.

Management (5) Ratification of the appointment of M/s. S.B. Billimoria & Co. as Statutory Auditors of the company and fixing their remuneration.


Shareholder (6) Appointment of Ms. Renuka Ramnath as an Independent Director of the Company.

For For Renuka Ramnath is Founder of Multiples Alternate Asset Management Pvt. Ltd. She is the Former MD & CEO of ICICI Ventures. Her appointment is in line with all statutory requirements.


53

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Shareholder (7) Appointment of Dr. Gopinath Katragadda as a Director of the Company liable to retire by rotation.

For For Dr. Gopichand Katragadda is the Group Chief Technology Officer for Tata Sons Ltd.. He is the Former Chairman and Managing Director of GE India Technology Centre. He also served as the Chairman of GE-BEL. His appointment is in line with statutory requirements.

Management (8) Ratification of remuneration payable to Mr. Jugal Kishor Puri, Cost auditor.

For For Remuneration of Rs.550,000 (excluding taxes and reimbursement of out of pocket expenses) to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

Management (9) Payment of compensation to non executive directors. For For Tata Communication has been paying commission of about 0.1% to non-executive directors (including Chairman) in FY15 amounting to 8.1 mn. It is expected that the company will pay commission in line with what it has paid during the past three-year period.

158 30 Sept. 2015

Jagran Prakashan

Ltd.

AGM Management (1) Adoption of Standalone and Consolidated Statement of Profit and Loss, Audited Balance Sheet with the Report of Board of Directors and the Auditors thereon.

For For As the accounts are audited by independent statutory auditor.

Management (2) Declaration of dividend. For For As dividends are declared out of profits of the company.

Management (3) Appointment of a director in place of Mr. Dhirendra Mohan Gupta, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Appointment of a director in place of Mr. Shailendra Mohan Gupta, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (5) Appointment of M/s. Sundarlal, Desai & Kanodia as Statutory Auditors of the Company and fixing their remuneration.


Management (6) Amendment to Articles of Association of the Company. For For As per information and explanation provided by the company.

Management (7) Re-appointment of Mr. Sandeep Gupta, as Executive President (Technical).


Management (8) Re-appointment of Mr. Sameer Gupta, as Executive President (Accounts).


Management (9) Re-appointment of Mr. Devesh Gupta, as Executive President (Product Sales and Marketing).


Management (10) Re-appointment of Mr. Tarun Gupta, as Executive President (Commercial).


Management (11) Re-appointment of Mr. Bharat Gupta, as Executive President (Advertisement).


159 30 Sept. 2015

Dredging Corporation of India Ltd.

AGM Management (1) Adoption of audited Balance sheet as at 31st March, 2015, the Statement of Profit and Loss Account for the year ended 31st March, 2015 together with the Reports of the Auditors and Directors thereon.



Management (3) Fixation of remuneration of Tukaram & Co., Statutory Auditors of the Company.

For For Commensurate with the size and performance of the company.

Shareholder (4) Appointment of Mr. S. Charles as Director (Finance) of the Company liable to retire by rotation.


Shareholder (5) Appointment of Mr. Barun Mitra as Director (Government Nominee) of the Company liable to retire by rotation.


Shareholder (6) Appointment of Mr. Rajesh Tripathi as Chairman and Managing Director of the Company liable to retire by rotation.


Shareholder (7) Appointment of Mr. M. S. Rao as Director (Operations and Technical) of the Company liable to retire by rotation.


Management (8) Granting Borrowing Powers to the company. For For It is required for ordinary business activities.

Management (9) Creation of mortgage and/charge on the movable and immovable properties of the Company.

For For It is required for ordinary business activities.

160 30 Sept. 2015

Ahluwalia Contracts

(India) Ltd.

AGM (1) Adoption of Balance sheet, Statement of Profit and Loss, Report of the Board of Directors and auditors for the financial year ended March 31, 2015.


(2) Appointment of a director in place of Mr.Shobhit Uppal, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Shobhit Uppal is the Deputy MD of the company and the promoter’s son-in-law. His reappointment is in line with all the statutory requirements.

(3) Ratification of the appointment of M/s. Arun K. Gupta & Associates, as statutory Auditors of the company and fixing their remuneration.



54

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(4) Appointment of Mrs.Mohinder Kaur Sahlot as a Non-Executive Independent Director of the Company.

For For Ms. Mohinder Kaur Sahlot was appointed as an Additional Director from 30 March 2015. She is an Advocate and a member of the Bar Associations of India. Her appointment is in line with all the statutory requirements.

(5) Re-appointment of Mr. Shobhit Uppal as the Dy. Managing Director of the company and revision of remuneration.


(6) Re-appointment of Mr. Vinay Pal as the Whole Time Director of the company and revision of remuneration.

For For Vinay Pal has about 30 years of experience in the construction industry. He is currently designated Senior Executive (Projects) and is also leading the HR function of the company. Vinay Pal’s proposed remuneration aggregating Rs.5.4mn is comparable to industry peers and is commensurate with the size and performance of the company.

(7) Appointment of M/s. Jitender Navneet & Company as the Cost Auditors & fixation of remuneration.


161 30 Sept. 2015

Just Dial Ltd. AGM Management (1) Adoption of standalone audited financial statement together with Directors and Auditors reports thereupon for the Year ended March 31, 2015 and Audited consolidated financial statement for the financial year ended March 31, 2015.

For For As accounts are audited by the external statutory auditors and no qualifications are raised by them

Management (2) Declaration of Dividend on Equity Shares. For For Company has enough cash to pay dividends post the capex requirements

Management (3) Appointment of a director in place of Mr. V. Krishnan, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Ratification of the appointment of M/s. S. R. Batliboi & Associates LLP, as Statutory Auditors of the company




Management (6) Increase in limits of investments in other bodies corporates.

For For As per the information and explanation given by the company.

162 11 Aug. 2015

Sun Phar-maceutical Industries

Ltd.

Postal Ballot

Management (1) Approval for making loan(s), and/or giving any guarantee(s)/providing security(ies) and/or acquire by way of subscription, purchase or otherwise, the securities of any other body corporate.


163 25 Aug. 2015

Just Dial Ltd. Postal Ballot

Management (1) Buy-back of equity shares upto maximum amount permissible.

For For Buy back is proposed by the company to return surplus funds to the shareholders, which are over and above its capital requirement and in excess of its investment plans, in a expedient, effective and cost efficient manner.

164 10 Sept. 2015

Natco Phar-ma Ltd.

Postal Ballot

Management (1) Approval of merger of NATCO Organics Ltd. (NOL) a WOS into NATCO Pharma Ltd.

For For The proposed amalgamation would ensure greater strategy to the activities and would result in carrying on the business more efficiently and effectively.

165 01 Oct. 2015

Strides Arco-lab Ltd.

Postal Ballot

Management (1) Change of the name of the Company from “Strides Arcolab Ltd.” to “Strides Shasun Ltd.” and consequent alteration to Memorandum of Association and Articles of Association of the Company.


Management (2) Approval of “Strides Arcolab Employee Stock Option Plan 2015” and grant of employee stock options to Eligible Employees of the Company under the Plan.


Management (3) Approval to grant stock options to the Eligible Employees of the Company’s subsidiaries/associate companies under the “Strides Arcolab Employee Stock Option Plan 2015”.


Management (4) Enhancement of borrowing limits of the Company from Rs. 1,500 Crores to Rs. 2,500 Crores.

For For Considering the proposed merger of Shasun Pharmaceuticals Ltd. into the Company and the Company’s future business requirements and growth plans, the company has proposed increasing the borrowing limits from Rs.1,500 Cores to Rs.2,500 Crores.

Management (5) Raising of long term funds upto Rs. 1,500 Crores. For For In order to fund capital expenditure, long-term working capital, investments, expansion of the existing business, debt repayment and other approved corporate purposes, as permitted by applicable rules and regulations, the company is seeking enabling resolution for raising Rs.1,500 crore through issue of securities.


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166 27 Oct. 2015

Maruti Suzuki India

Ltd.

Postal Ballot

Management (1) Consent to Related Party Transaction with Suzuki Motor Gujarat Private Ltd.

For Against We don’t understand the rationale of making such a complex arrangement – 1) MSIL has enough cash/surplus to make investment in the Gujarat factory despite the stated investments by MSIL 2) MSIL money is more effectively utilized in investing in business, rather than parking the surplus fund or in real estate 3) Over the years MSIL has developed sales and service network and is the largest in India, so rationale of additionally developing the same don’t impress us 4) We are of the opinion that own manufacturing has its benefits rather than contract manufacturing.

167 27 Oct. 2015

Axis Bank Ltd.

Postal Ballot

Management (1) Re-appointment of Shri Prasad R. Menon as an Independent Director of the Bank.


168 28 Oct. 2015

KEC International

Ltd.

Postal Ballot

Management (1) Issue of Non-Convertible Debentures/Bonds on private placement.

For For KEC International Ltd. (KEC) plans to raise Rs.5 bn by issuing redeemable NCDs. The company has stated that this is being done for refinancing of debt, working capital requirements, capex and other corporate purposes. The NCDs will be carved out of the company’s borrowing limits. KEC has borrowing limit of Rs.160 bn.

169 31 Oct. 2015

Sun Phar-maceutical Industries

Ltd.

AGM Management (1) Adoption of audited financial statements of the Company for the financial year ended 31st March, 2015 and the reports of the Board of Directors and Auditors thereon.



Management (3) Appointment of a director in place of Mr. Sudhir V Valia, who retires by rotation and, being eligible, offers himself for re-appointment.


Management (4) Ratification of the appointment of M/s. Deloitte Haskins & Sells LLP, as Auditors of the company and fixing their remuneration.


Management (5) Ratification of the increase in remuneration payable to M/s. Kailash Sankhlecha & Associates, Cost Auditors of the Company for the Financial Year 2014-15.


Management (6) Ratification of the increase in remuneration payable to M/s. Kailash Sankhlecha & Associates, Cost Auditors of the Company for the Financial Year 2015-16.


Management (7) Amendment of Articles of Association of the Company. For For As per information and explanation provided by the company.

Management (8) Issue of securities. For For In order to enhance its presence in global markets and also to expand existing business lines in drugs, pharmaceuticals and/or to take over any potential target so as to capture emerging business opportunities for growth, has to strengthen its financial position and net worth by augmenting long term resources substantially from time to time. The enabling resolution is for raising full or part of the funding requirement through issue of securities.

170 05 Nov. 2015

Siyaram Silk Mills Ltd.

Postal Ballot

Management (1) Approval of related party transaction For For Siyaram expects the acquisition to help in achieving greater efficiency and optimum utilization of resources. Further, it will enable Siyaram to make necessary investments for upgrading machineries. The independent valuation of BSL was done by BSR and Associates LLP. The consideration of Rs.447.0 mn is the average of the valuation by discounted cash flow method and comparable companies’ method. Moreover, the company has clarified that the proposed transaction is at arm’s length. The consideration for BSL is 0.7x its sales, 4.4x its net worth, and 17.5x its net profit for FY15. The consideration is comparable to industry peers.

171 06 Nov. 2015

IL&FS Transpor-

tation Networks

Ltd.

Postal Ballot

Management (1) Increase in borrowing powers of the Company. For For On 30 September 2015, ITNL’s outstanding debt aggregated Rs.84.3 bn on a standalone basis and Rs. 262.1 bn on a consolidated basis. The company’s credit protection measures are moderate, which is reflected in a debt/equity of 1.9x and interest coverage of 1.3x on a standalone basis and a debt/equity of 4.0x and interest coverage ratio of 1.1x on a consolidated basis after the recent rights issue. The Company has stated that it wants to increase its borrowing limits to invest in recently awarded and future projects and for meeting its working capital needs. As of 30 September 2015, the Company had approximately 23 projects in the bid pipeline with various project awarding authorities aggregating to 1602 kms, which are under various stages of bidding. The aggregate cost of all 23 projects is Rs. 150.0 bn.


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Also, the company’s credit facilities have been rated CARE A1/CARE A, which CARE defines as reflecting adequate degree of safety regarding timely servicing of financial obligations.

Management (2) Sell, lease, assign, dispose or otherwise transfer the investments in subsidiaries/special purpose vehicles/joint ventures of the Company and to mortgage the assets of the Company.

For For ITNL seeks shareholder’s approval to create charge/mortgage on the assets of the company to the extent of Rs. 150 bn under Section 180 (1) (a) of the Companies Act, 2013. ITNL is required to form Special Purpose Vehicles (SPVs)/enter into JV/incorporate subsidiary companies to execute the projects awarded to the Company by various authorities. Subsequently, ITNL also needs to support these SPVs by way of equity contribution, unsecured loans/advances, providing Corporate Guarantee and by pledging the shares held by the Company in such SPVs. Project loans availed of by SPVs are usually required to be secured by way of mortgage/charge on assets. The company proposes to dilute its equity holding in SPVs in order to free up its financial resources for further investments in new projects and minimize its dependence on debt funds. Further, ITNL intends to form an Infrastructure Investment Trust (InvIT) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. An infrastructure trust offers project promoters an opportunity to sell stake in projects to the trust, which in turn can raise long-term funds from unit holders. The company proposes to domicile infrastructure projects that require special skill sets and close monitoring in separate trusts.

Management (3) Alter the Main Object Clause of the Memorandum of Association of the Company.

For For INTL intends to form an Infrastructure Investment Trust under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. In order to facilitate formation of Infrastructure Investment Trust and to carry out allied activities, the Company is seeking the approval of the shareholders to alter the Main Object Clause of MoA of the Company.

Management (4) Amend Clause III B and Clause III C of the Memorandum of Association of the Company.

For For ITNL proposes to amend the MoA in order to comply with the provisions of the Companies Act, 2013. The Company is seeking the approval of the shareholders to alter the existing Clause III B and Clause III C of the MoA.

Management (5) Issue Non-Convertible Redeemable Preference Shares. For For ITNL is seeking shareholders’ approval to raise funds up to Rs.10.0 bn through the issue and allotment of Redeemable Preference Shares. There will be no dilution as the preference shares are redeemable. The company has stated that the funds will be used for augmenting the long term finance, capital expenditure requirements, and repayment of debt as well as funding capital requirements for subsidiary/associate and joint venture companies.Preference shares would help in optimizing capital structure including the debt: equity ratio. This is an enabling resolution and it provides flexibility in fund raising.

172 07 Nov. 2015

Jagran Prakashan

Ltd.

Postal Ballot

Management (1) Approval for Scheme of Arrangement between Suvi Info-Management (Indore) Private Ltd. (the “Transferor Company”) and Jagran Prakashan Ltd. (the “Transferee Company”).

For For As per information and explanation provided by the company. It’s a 100% subsidiary of Jagran hence no consideration is paid to acquire assets/liabilities.

173 09 Nov. 2015

Ashoka Buildcon

Ltd.

Postal Ballot

Management (1) Adoption of new set of Articles of Association of the Company as per Companies Act, 2013.

For For The existing Articles of Association (AoA) of the Company was framed under the Companies Act 1956. After the introduction of Companies Act 2013, and the rules framed there under, it is required to alter the existing AoA. The new Articles are framed under ‘Table F’ to Schedule I to the Companies Act, 2013.

Management (2) Alteration of Main Object Clause of the Memorandum of Association of the Company.

For For Ashoka Buildcon is mainly engaged in developing and building infrastructure facilities (mainly roads and highways) on design, build, finance, operate, and transfer basis. It also undertakes engineering, procurement, and construction (EPC) contracts to build highways and power plants. In order to capitalize on the opportunities in other sectors of infrastructure the Company seeks to modify its ‘objects clause’ in Memorandum of Association (MoA). The alteration will enable the company to diversify its presence within the infrastructure sector.

Management (3) Amendment to Clause III (B) and Clause III (C) of the Memorandum of Association of the Company.

For For The existing Articles of Association (AoA) of the Company was framed under the Companies Act 1956. After the introduction of Companies Act 2013, and the rules framed there under, it is required to alter the existing MoA.


57

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174 10 Nov. 2015

Jindal Saw Ltd.

Postal Ballot

Management (1) Alteration of the Objects Clause of the Memorandum of Association.

For For It will strengthen its logistics capabilities and provide efficient in-house logistics facilities for the shipment of materials between various locations, thereby insulating itself from the vagaries of third party logistic providers in the shipping industry, stabilizing operating costs and better utilization of resources.

175 14 Nov. 2015

Shree Cements

Ltd.

AGM Management (1) Adoption of Audited financial statements of the Company for the financial year ended 30th June, 2015, the reports of the Board of Directors’ and Auditors thereon.


Management (2) Confirmation of payment of Interim Dividend on equity shares.


Management (3) Declaration of final dividend on equity shares. For For As the company has sufficient cash to pay dividend.

Management (4) Re-appointment of Shri. H. M. Bangur, Managing Director, retiring by rotation.

For For His reappointment is in line with all the statutory requirements.

Management (5) Appointment of M/s. B.R. Maheswari & Company as Statutory Auditors of the Company.


(6) Appointment of Shri Sanjiv Krishnaji Shelgikar as an Independent Director of the Company.

For For Sanjiv Shelgikar is a Chartered Accountant practicing since 1978. He has contributed as special editor to The Companies Act (by A. Ramaiya). He has worked with the finance department of Videocon Group. His appointment is in line with all statutory requirements.

Management (7) Approval of the remuneration of the M/s K.G. Goyal and Associates as Cost Auditors of the Company for the financial year 2015-16.

For For As per Section 148 of Companies Act 2013, the remuneration of Rs.300,000 payable to K. G. Goyal and Associates, Cost Auditors for FY16 has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

Management (8) Issue of Non-convertible Debentures (NCDs) through Private Placement.

For For SCL’s debt is rated CRISILAAA/Stable and CRISIL A1+: instruments with these ratings are considered to have the highest degree of safety with regard to timely servicing of financial obligations.

176 24 Nov. 2015

United Spirits Ltd

AGM Management (1) Adoption of the Audited Financials Statements (including Consolidated Financial Statements) for the financial year ended March 31, 2015, and the Reports of the Directors and Auditors thereon.

For For As the accounts are audited by independent statutory auditors and relevant qualifications expressed in their report in consideration of the accounts.

Management (2) Appointment of a Director in place of Mr. Ravi Rajagopal, who retires by rotation and being eligible, offers himself for re-appointment.


Management (3) Ratification of the appointment of M/s. B S R & Co. LLP as auditors of the Company and to fix their remuneration.

For For As per information and explanation provided by the company .

Shareholder (4) Appointment of Dr. Nicholas Bodo Blazquez as a Director liable for retirement by rotation.


Shareholder (5) Appointment of Mr. Rajeev Gupta as an Independent Director.


Shareholder (6) Appointment of Mr. Mahendra Kumar Sharma as an Independent Director.


Management (7) Revision in the terms of remuneration payable to Mr. Anand Kripalu, Managing Director and Chief Executive Officer.

For For As the revision is to lower the fixed pay and increase the variable pay which is linked to self and company performance.

177 12 Dec. 2015

Strides Shasun Ltd.

EGM Management (1) Approval to raise long term funds upto Rs.1,500 Crores For For On 6 November 2015, the shareholders of Strides Arcolab approved issuance of equity and quasi equity instruments upto Rs.15 bn. After this, on 19 November 2015, the merger of Strides and Shasun got effective. In order to provide an opportunity to the shareholders of Shasun to vote on the issuance, the Company again proposes the same resolution. The proposed fund raising is for the purpose of funding capital expenditure, long-term working capital, investments, expansion of the existing business, debt repayment and other approved corporate purposes, as permitted by applicable rules and regulations.

178 29 Oct. 2015

Essel Propack Ltd.

Postal Ballot

Management (1) Payment of managerial remuneration to Mr. Ashok Goel, Vice Chairman and Managing Director

For For As per Section 197 of the Companies Act, 2013, a company may pay managerial remuneration in excess of 5% of the net profit after obtaining shareholders’ approval. Accordingly, shareholders’ approval is sought for payment of remuneration to Ashok Goel in excess of 5% of net profit of the company. However, it will be within the overall limit of remuneration to all directors of 11% of net profit. This approval is sought for payment of remuneration in FY16 as well.


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179 02 Nov. 2015

United Spirits Ltd.

Postal Ballot

Management (1) Giving guarantee and/or providing security in connection with a loan to be availed by Pioneer Distilleries Ltd., a subsidiary of the company.

For For Pioneer Distilleries Ltd. (‘PDL’), a 75% owned subsidiary of United Spirits Ltd., is seeking a Rs. 1. 0 bn loan from a bank and therefore a corporate guarantee from USL. The loan is to fund its capital expenditure and working capital requirements. PDL supplies Extra Neutral Alcohol (‘ENA’) only to USL and provides bottling facilities for USL. The corporate guarantee to PDL, will ensure security of supply. The benefits accrued on the funding facility will pass on to USL by way of its 75% ownership. As per Section 185 of Companies Act, 2013 USL cannot extend a loan to PDL. Therefore providing corporate guarantee is the only alternative for PDL to avail a loan. USL shall charge commission @ 0.5% per annum from PDL for the guarantee to be extended for three years for the loan. As on 31 March 2015, PDL has negative net-worth and is currently under BIFR. The company’s financial health is weak. The loan availed by PDL will reflect in USL consolidated financial statement. In the eventuality that the PDL were to default on its loan repayment to the bank, USL will be burdened with an additional debt of Rs. 1.0 bn. USL has indicated that PDL is an important operating subsidiary.

180 06 Nov. 2015

Ramco Cements

Ltd.

Postal Ballot

Management (1) Private placement of secured non-convertible debentures of up to Rs.5 bn.

For For The company’s credit protection measures are at moderate levels with outstanding borrowing (standalone) of Rs. 27. 1 bn as on 31 March 2015, which is 1. 0x times the networth and 3. 4x the EBIDTA. The company plans to use the funds raised for prepayment/substitution of borrowings, for meeting capital expenditure and general corporate purposes. The company’s long term debt is rated ICRA AA denoting high degree of safety with respect to timely servicing of financial obligations. The proposed issue will be within the overall borrowing limit of Rs. 50 bn.

181 15 Dec. 2015

Escorts Ltd. Postal Ballot

Management (1) Shifting of registered office of the company to Faridabad from Panchkula.

For For Given that a majority of the company’s plants are located in Faridabad, the company proposes to shift its registered office from Panchkula to Faridabad. The company has stated this will lead to better administrative and economic control which will reduce overheads, rationalize costs, eliminate duplication of records, and enable the company to streamline its operations.

182 08 Dec. 2015

The Indian Hotels

Company Ltd.

Postal Ballot

Management (1) Providing inter-corporate deposits aggregating Rs.7.0bn to Lands End Properties Private Ltd., a 100% subsidiary.

For For LEPPL’s zero-coupon non-convertible debentures aggregating Rs.5.21 bn are maturing in February 2016: the maturity value of the debt is Rs.6.93 bn. This debt was raised by LEPPL to refinance the debt raised to fund part purchase of Sea Rock. Indian Hotels Company Ltd. (IHCL) has, for all practical purposes, guaranteed this debt, and has disclosed this as contingent liability in its annual reports. Therefore, on maturity IHCL is obligated to support the debt repayment.

Management (2) Provision of credit support (guarantee or letter of comfort) to debt aggregating Rs.8.5bn that will be raised by Skydeck Properties and Developers Ltd. (Skydeck), a 100% step-down subsidiary.

For For Skydeck’s existing zero-coupon term loan aggregating Rs.5.08 bn is maturing in January 2016: the maturity value is Rs.7.09 bn. Skydeck had raised the Rs.5.08 bn term loan to refinance the debt it had raised to fund part-purchase of Sea Rock. Following LEPPL becoming a 100% subsidiary, Skydeck is now a 100% step-down subsidiary of IHCL – therefore, in order to refinance the maturing debt, IHCL proposes to support Skydeck’s debt with its own credit quality. This resolution will have no impact on IHCL’s consolidated debt levels, but will likely result in better financing terms.

Management (3) Creation security over the shares of ELEL Hotels and Investments Ltd. (ELEL) for securing the debt aggregating Rs.8.5bn raised by Skydeck Properties and Developers Private Ltd.

For For ELEL is a step-down subsidiary of Skydeck. Skydeck has raised debt to fund part-purchase of the Sea Rock site (through ELEL) - ELEL is the direct owner of IHCL’s 85. 7% stake in the Sea Rock. Since Skydeck will need to refinance its debt (which is maturing in January 2016), it may require to provide its holdings in ELEL as security. Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates.

183 12 Jan. 2016

PVR Ltd. Postal Ballot

Management (1) Merger of Bijli Holdings Private Ltd. (holding company) with PVR Ltd.

For For BHPL currently holds 21.54% stake in PVR. In order to simplify the holding structure, the company proposes to merge BHPL with PVR. Post the merger, the shares held by BHPL in PVR will be transferred to the promoters. There will be no change in the overall promoter shareholding of PVR. We observe that BHPL is a small entity with no significant operations and liabilities on its books. Consequently, the merger will not impact the financials of PVR. Further, after the merger, the promoters will keep PVR indemnified from any contingent liabilities and obligations associated with BHPL. Given the safeguards, believe the scheme is not prejudicial to the interests of minority shareholders.


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184 15 Jan. 2016

Zee Enter-tainment

Enterprises Ltd.

Postal Ballot

Management (1) Appointment of Amit Goenka to Office of Place of Profit as CEO of Asia Today Ltd., Mauritius (wholly owned subsidiary) for a period of three years and fixation of his remuneration.

For For Amit Goenka, 39, belongs to the promoter family. He is currently the Non- Executive Chairman of Shirpur Gold Refinery Ltd.. Zee Entertainment Enterprises Ltd. (Zee) proposes to appoint him as the CEO of Asia Today Ltd. and the International business of Zee. His proposed remuneration is Rs. 20.2 mn (converted to INR and adjusted for purchasing power parity). His proposed remuneration is in line with that of peers in similar sized businesses in the same industry and other industries.

(2) Creation of mortgage/charge on the assets of the company.


185 16 Jan. 2016

LIC Housing Finance Ltd.

Postal Ballot

Management (1) Adoption of a new set of Articles of Association in line with Companies Act 2013.

For For With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles.

186 22 Jan. 2016

Ashoka Buildcon

Ltd.

Postal Ballot

Management (1) Increase in borrowing limits. For For The company has a standalone debt of Rs.2.2 bn (and bank guarantees of Rs.8.5 bn), as against a total borrowing limit of Rs.50 bn. While there is sufficient headroom to raise debt, we recognize that the company regularly needs to bid for EPC and BOT projects, for which it needs to furnish bank guarantees (which are included as part of the limit). The company has clarified that, due to high competition, the success rates for bids are extremely low and it therefore need to place bids for a large number of projects simultaneously. In order to grow its order book (Rs.43 bn), the company will require extra headroom as the aggregate value of the bids and outstanding debt may exceed the stipulated limit. The company’s debt programs are rated CRISIL AA-/Stable/CRISIL A1+. In the past, the company has been prudent in managing its leverage profile. The company has clarified that the proposed increase in limit is targeted primarily towards facilitating the bidding process and not towards raising significant debt. We believe that there will be no material impact for minority shareholders.

Management (2) Creation of charges/mortgages on assets of the company.

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

Management (3) Approval for continuation of the appointment of Ms.Astha Kataria to the office or place of profit.

For For Ms. Astha Kataria, 35, is the daughter-in-law of Ashok Katariya (promoter). She currently looks after the treasury operations and oversees the accounting function of the company. She was initially appointed in the 2013 AGM for three years and the company now wants to extend her appointment at a revised remuneration of upto Rs.3.3 mn (a marginal increase over her previously approved remuneration limit of Rs.3 mn). The company has clarified that it will seek shareholder approval each year for any annual increments to her remuneration. We believe that the proposed remuneration terms are reasonable and is not prejudicial to the interests of minority shareholders.

Management (4) Approval for continuation of the appointment of Aditya Parakh to the office or place of profit.

For For Aditya Parakh, 31, is the son of Satish Parakh (promoter). He currently looks after the Maldives EPC project (estimated cost of Rs.2.5 bn) and monitors the functioning of various project sites of the company. He was initially appointed in the 2013 AGM for three years and the company now wants to extend his appointment at a revised remuneration of upto Rs.3.1 mn (a marginal increase over her previously approved remuneration limit of Rs.3 mn). The company has clarified that it will seek shareholder approval each year for any annual increments to his remuneration. We believe that the proposed remuneration terms are reasonable and is not prejudicial to the interests of minority shareholders.

Management (5) Increase in remuneration payable to Executive Chairman, Ashok Katariya.

For For Ashok Katariya is the promoter of the company. The company wants to revise his remuneration cap from Rs.34.7 mn to Rs.38.2 mn for the next financial year. Further, the proposed pay for all executive directors aggregate to Rs. 112 mn, or 13.7% of the reported FY15 PAT. However, in absolute terms, the overall pay is in line with industry peers. The revised remuneration is applicable only for a period of one year and shareholders will get a chance to revisit the terms.


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Management (6) Increase in remuneration payable to Managing Director, Satish Parakh.

For For Satish Parakh is the promoter of the company. The company wants to revise his remuneration cap from Rs.34.7 mn to Rs.38.2 mn for the next financial year. Further, the proposed pay for all executive directors aggregate to Rs.112 mn, or 13.7% of the reported FY15 PAT. However, in absolute terms, the overall pay is in line with industry peers. The revised remuneration is applicable only for a period of one year and shareholders will get a chance to revisit the terms.

Management (7) Increase remuneration payable to Whole Time Director, Sanjay Londhe.

For For Sanjay Londhe is the promoter of the company. The company wants to revise his remuneration cap from Rs.21.1 mn to Rs.24.0 mn for the next financial year. The overall pay is in line with industry peers. The revised remuneration is applicable only for a period of one year.

Management (8) Increase remuneration payable to Whole Time Director, Milapraj Bhansali.

For For Milapraj Bhansali is a professional and has more than four decades of experience in the chemicals, steel wires, foundry, railway wagons, sugar, tyres and real estate businesses. The company wants to revise his remuneration cap from Rs.10.1 mn to Rs.11.8 mn for the next financial year. We observe that his overall pay is in line with industry peers. The revised remuneration is applicable only for a period of one year.

187 22 Jan. 2016

United Spirits Ltd.

EGM Management (1) Consider erosion of net worth of the Company as per Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For For United Spirits Ltd.’s (USL) accumulated losses aggregated Rs.50. 5 bn on 31 March 2015, which is 86% of its peak net worth (Rs. 58. 4 bn) during the past four financial years. In accordance with the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the company is required to report this to the Board for Industrial and Financial Reconstruction (BIFR), and hold a general meeting of shareholders to discuss the causes of its networth erosion. USL’s accumulated losses are primarily on account of the write-offs related to loans and advances to UB Holdings Ltd. And diminution in value of investments and advances to subsidiaries.

188 29 Jan. 2016

Sundaram Finance Ltd.

Postal Ballot

Management (1) Issue of non-convertible debentures/bonds/other debt securities under private placement.

For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company.

189 29 Jan. 2016

Seimens Ltd. AGM Management (1) Adoption of standalone financial statements for the year ended 30 Sept 2015. 2. Adoption of consolidated financial statements for the year ended 30 Sept 2015.


Management (2) Declaration of equity dividend of Rs.6 and special dividend of Rs.4 per equity share (face value Rs.2).

For For Siemens’ performance in FY15 has improved after a three year dip in profitability, but it yet has to reach its highs of FY11. PAT for FY14 and FY15 have been up on account on extraordinary gains on sale of property, sale of businesses and reversal of impairment losses. For FY15 the company has recommended a dividend of Rs. 6 per equity share and a special dividend of Rs.4 per equity share (in view of the large exceptional income during FY15). This has increased dividend payment by 67% to Rs.10 per share from Rs.6 per share in FY14. Dividend payout ratio is at 36. 3%.

Management (3) Appointment of a Director in place of Mr. Johannes Apitzsch, who retires by rotation and, being eligible, offers himself for re-appointment.

For For Johannes Apitzsch is a representative of the parent company Siemens AG. He has held various senior executive management positions with Siemens Group in Germany and abroad since last 24 years including various CFO functions in the business fields of Industry, Automation and Energy within Siemens. Currently, he is the Head of Global Services of Siemens AG. Till November 2013 he was alternate to Dr. Roland Busch and thereafter he was appointed as a Director on the Board of Siemens Ltd. His reappointment is in line with all the Statutory requirements.

Management (4) Ratification of the appointment of SRBC & Co. LLP as statutory auditors.

For For In the previous AGM, Siemens appointed SRBC & Co. LLP as statutory auditors for a period of four years, subject to ratification by the shareholders annually. SRBC & Co. LLP are a part of the Ernst & Young audit network. Prior to this appointment, the company’s auditors for the past six years were S R Batliboi & Associates LLP: they are also part of the Ernst & Young audit network (taking the total tenure of the Ernst & Young audit network to 7 years till date). The appointment of SRBC & Co. LLP is in line with the requirements of section 139 of the Companies Act 2013.

Management (5) Ratification of remuneration payable to R. Nanabhoy & Co., Cost Accountants.

For For To comply with Rule 14 of Companies (Audit and Auditors) Rules 2014 and Section 148 of Companies Act 2013, the Company seeks approval from shareholders to ratify the remuneration payable to the cost auditors for 2015-16. The company proposes a remuneration of Rs.1,768,000 to R. Nanabhoy & Co., cost auditors for 2015-16.

DETAILS OF VOTES CAST DURING THE FINANCIAL YEAR 2015-2016 (contd...)DETAILS OF VOTES CAST DURING THE FINANCIAL YEAR 2015-2016 (contd...)

61

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (6) A p p ro v a l o f t r a n s a c t i o n s w i t h S i e m e n s Aktiengesellschaft, Germany (Siemens AG).

For For Siemens seeks shareholder approval for material related party transactions with Siemens AG for a period of 5 years from 1 October 2015 till 30 September 2020, under provisions of Clause 49 of the Listing Agreement. The Company seeks a limit of twice the aggregate value of RPTs with Siemens AG in the preceding financial year. (i. E. If the value of RPTs contracted is Rs.100 in FY15 then the ceiling for the RPTs for FY16 would be Rs.200). The approximate value of transactions of Siemens India with Siemens AG was Rs.27.7 bn or 26% of the turnover for FY15. Given the contract based nature of Siemens’ business and volatility in foreign exchange rates, Siemens seeks shareholder approval for the enabling resolution.

190 03 Feb. 2016

Dish TV India Ltd.

Postal Ballot

Management (1) Alteration of the objects clause in the Memorandum of Association and make it conform with Companies Act 2013.

For For The company proposes to alter its MoA in order to streamline its objects clause, enable it to spend for CSR activities and to comply with the Companies Act 2013. The draft MoA can be viewed on the company’s website. The changes in the objects clause are not prejudicial to the interest of minority shareholders.

Management (2) Alteration of the liability clause in the Memorandum of Association in conformity with Companies Act 2013.

For For In order to comply with the Companies Act, 2013, the Company needs to alter the ‘Liability Clause’ of the MoA – the revised clause will limit the liabilities of shareholders to the extent of amount unpaid on shares held by them.

191 03 Feb. 2016

Mold-Tek Packaging

Ltd.

EGM Management (1) Sub-division of one equity share of face value Rs.10.0 each into two equity shares of Rs.5.0 each.

For For The present authorised share capital of Mold-Tek Packaging Ltd. (MTPL) comprises 14.5 mn equity shares of Rs.10.0 each. With this approval the company’s authorised share capital will comprise 29.0 mn equity shares of Rs.5.0 each. The sub-division of equity shares will increase the liquidity of the company’s stock and encourage greater participation of retail investors.

Management (2) Alteration of Capital Clause of the Memorandum of Association (MoA).

For For The proposed sub-division of equity shares requires amendment to the existing Clause V of the MoA.

192 04 Feb. 2016

Persistent Systems Ltd.

Postal Ballot

Management (1) Approval of Persistent Systems Ltd. Employee Stock Option Plan 2016 (ESOP 2016).

For For Persistent Systems Ltd. seeks shareholder approval to introduce ESOP 2016 to commemorate its Silver Jubilee Anniversary. Under this plan, a maximum of 0.1 mn stock options will be granted. The company will implement the plan via the trust route and shall follow the intrinsic valuation method to value the options. At current market price of Rs.640.35 per share and exercise price at face value of Rs. 10 per share, the cost of the ESOP 2016 Plan will be around Rs.63.0 mn. Assuming a vesting period of five years, the company will expense Rs.12.6 mn per annum (0.4% of FY15 PAT).

Management (2) Approval of grant of options to the Employees/Directors of the Company and its subsidiary companies under ESOP 2016.

For For The company requires shareholder approval in a separate resolution to extend the ESOP 2016 plan to the employees of subsidiaries.

Management (3) Approval of the use of the trust route for the implementation of Persistent Systems Ltd. Stock Option Plan 2016 (ESOP 2016) and Secondary acquisition of the company shares by the trust.

For For The board of the company proposes to use PSPL ESOP Management Trust to implement ESOP 2016. The trust will acquire upto 0.1 mn shares from the secondary market and issue these options to employees under ESOP 2016. The PSPL ESOP Management Trust will not be granted any loan for ESOP 2016 as the trust has surplus funds.

193 10 Feb. 2016

NIIT Ltd. Postal Ballot

Management (1) Approval of inter-corporate transactions. For For NIIT Ltd. proposes inter-corporate transactions upto Rs.2.0 bn over and above the limits already utilized as on 31 December 2015 which amounts to Rs.12.9 bn. The shareholders had authorized the Board to enter into inter-corporate transactions upto Rs.6.3 bn through postal ballot dated 31 January 2015. The company has stated that it has exhausted this limit and may be required to enter into inter-corporate transactions with non-wholly owned subsidiaries namely NIIT Institute of Finance Banking and Insurance Training Ltd., NIIT Yuva Jyoti Ltd. and NIIT Institute of Process Excellence Ltd.. These investments, guarantees and securities will be made as a measure of achieving greater financial flexibility.

194 13 Feb. 2016

Pidilite Industries

Ltd.

Postal Ballot

Management (1) Approval of Pidilite Industries Ltd. – Employee Stock Option Plan 2016 (ESOP 2016).

For For Pidilite Industries Ltd. seeks shareholder approval to introduce ESOP 2016. Under this plan, a maximum of 4.5 mn stock options will be granted – these will vest over a period of six years. The issue will result in a dilution of around 0.9% for existing shareholders. The exercise of the options is likely to be the face value, which will result in the company bearing an expense of Rs. 447.0 mn per annum (8.7% of FY15 consolidated net profit).


62

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

Management (2) Approval for the grant of stock options to the employees/directors of subsidiaries under ESOP 2016.

For For The company requires shareholder approval in a separate resolution to extend the ESOP 2016 benefit to the employees/directors of subsidiaries.

195 15 Feb. 2016

DCB Bank Ltd.

Postal Ballot

Management (1) Issue of Long Term Bonds/Non-convertible debentures on a private placement basis.

For For These long term bonds/NCDs will be within the Bank’s overall borrowing limits.

Management (2) Increase in the borrowing limit. For For DCB Bank needs fresh long term funds for business growth. The bank’s total capital adequacy ratio on 31 December 2015 was 13.04% with a Tier-1 capital adequacy ratio of 12.33%. The Bank’s short term fixed deposits are rated CRISIL A1+ and ICRA A1+.

196 15 Feb. 2016

Bosch Ltd. Postal Ballot

Management (1) Revision in remuneration of Soumitra Bhattacharya as Joint Managing Director.

For For Soumitra Bhattacharya, 55, was appointed as Joint MD for 4 years effective January 2013. He is also the Chief Financial Officer of Bosch Ltd. His remuneration for 15 months ended March 2015 aggregated Rs.31.1 mn. His proposed FY17 remuneration of Rs.51.1 mn is in line with peers and is commensurate with the size and complexity of the company.

Management (2) Sale of the India Starter Motors and Generators division to a subsidiary of Robert Bosch Starter Motors Generators Holding GmbH.

For For The total consideration for the proposed sale of the India Starter Motors and Generators (SG-IN) business will be Rs.4.9 bn. Shareholders should take comfort in the fact that there is a contingent consideration which will be received by the company in case the final sale to a third party (within 18 months) is at a higher valuation. Further, the company will retain the land of 11 acres on which SG-IN operations are currently running. The SG-IN business is highly dependent on the global parent for support for its business – 35-40% of its sales are through exports supported by the global parent. As the Bosch group proposes to form a JV or hive-off the SG-Global business, it will be difficult to run the SG-IN business independently without the parent’s support.

197 22 Feb. 2016

PVR Ltd. Postal Ballot

Management (1) Waiver of the recovery of excess remuneration amounting to Rs.23.6 mn paid to Ajay Bijli for the financial year ended 31 March 2015

For Against Ajay Bijli’s performance is rewarded by two sources– the company and Multiples Private Equity Firm (Multiples). He was paid Rs.36.4 mn by Multiples under the ‘bilateral reward scheme’ between the two. Considering that he received significant amount as reward from Multiples for FY15, his remuneration should be capped to the limits provided under the Companies Act 2013 and the shareholders should not waive the recovery of excess remuneration. His remuneration structure is ideal for a promoter where significant part of his remuneration is linked to performance of the company (upto 2.5% commission of net profits for a year). The company should also make the terms of the ‘reward scheme’ public. Although the scheme does not result in distribution of company’s profit, such kind of schemes are likely to create a conflict of interest among shareholders particularly if they have different time-horizon. Non-disclosure of this reward scheme in public, also flags transparency issues in the overall remuneration structure.

Management (2) Waiver of the recovery of excess remuneration paid to Sanjeev Kumar for the financial year ended 31 March 2015.

For For Given the weak financial performance for FY15, Sanjeev Kumar was not eligible to receive remuneration above Rs.8.9 mn unless approved by the shareholders of the company. The company paid him Rs.22.5 mn, Rs.13.6 mn higher than prescribed under the Act. The company seeks to waive this amount recoverable from him. Sanjeev Kumar, Joint Managing Director, is a professional associated with PVR since its inception and has over 13 years of experience in the film exhibition industry. His leadership skills and expertise in operations of cinema business are essential for the growth plans of the company. Sanjeev Kumar’s remuneration is commensurate with the size and performance of the company. His remuneration is also in line with peers in industry.

198 24 Feb. 2016

Infosys Ltd. Postal Ballot

Management (1) Approval for the 2015 Stock Incentive Compensation Plan and grant of stock incentives to the eligible employees of the Company under the Plan.

For For Infosys Ltd. seeks shareholder approval to amend its current RSU 2011 Plan and introduce the 2015 Stock Incentive Compensation Plan in line with SEBI’s Guidelines on ESOPs. Under this plan, a maximum of 24.03 mn stock options will be granted (including the 11.2 mn RSUs already held in trust). Restricted Stock Units (RSU) will be granted at par value and stock options at market value on the date of the grant. The company will follow the fair value method to value the options. The dilution will be 1.0% of the expanded capital base. At


63

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

current market price of Rs.1124. 5 per share and exercise price at face value of Rs.5 per share, the cost of the RSUs will be around Rs.19.1 bn. Assuming a grant period of five and half years (average of four-seven years), the company will expense Rs.3.5 bn per annum (2. 8% of FY15 PAT).

Management (2) Approval of the 2015 Stock Incentive Compensation Plan and grant of stock incentives to the eligible employees of the Company’s subsidiaries under the Plan.

For For The company requires shareholder approval in a separate resolution to extend the 2015 Stock Incentive Compensation Plan to the employees of subsidiaries.

Shareholder (3) Reappointment of Prof. Jeffrey S. Lehman, as Independent Director for two years.


Shareholder (4) Appointment of Dr. Punita Kumar-Sinha, as an Independent Director for five years.

For For Dr. Punita Kumar Sinha is the Founder and Managing Partner of Pacific Paradigm Advisors - independent investment advisory and management firm focused on Asia. Her appointment is in line with all statutory requirements.

Management (5) Reappointment of Dr. Vishal Sikka, Chief Executive Office and Managing Director.

For For Dr. Vishal Sikka’s employment contract is being extended from June 2019 to March 2021, aligned with the future plans laid out for Infosys. The company also proposes to revise his remuneration which is more focused on equity compensation and less on cash compensation to motivate and retain him. The proposed annual pay is upto Rs.737.0 mn (with a minimum of Rs.201.0 mn and a maximum of Rs.1.0 bn, based on targets achieved). While the remuneration is high compared to some of its peers in the Indian IT industry, it is comparable to global counterparts. In addition, 73-77% of his salary is variable, which helps establish the link between pay and company performance.

199 26 Feb. 2016

State Bank of India

EGM Management (1) Raising of Funds upto Rs.150.0 bn through public issuance of equity shares.

For For The equity issuance is expected to decrease GoI’s stake in the bank to 55.5% from the current 61.4%, and result in a 9.6% dilution for all shareholders on the expanded equity base (if current shareholders do not subscribe to the issue). Although State Bank of India’s (SBI) is well capitalized (capital adequacy ratio of 12.17% on 30 September 2015), we believe the additional capital will support the bank’s growth requirements.

200 27 Feb. 2016

PVR Ltd. Court Con-

vened Meeting

Management (1) Approval of merger of Bijli Holdings Private Ltd. (holding company) with PVR.

For For BHPL currently holds 21. 54% stake in PVR. In order to simplify the holding structure, the company proposes to merge BHPL with PVR. Post the merger, the shares held by BHPL in PVR will be transferred to the promoters. There will be no change in the overall promoter shareholding of PVR. We observe that BHPL is a small entity with no significant operations and liabilities on its books. Consequently, the merger will not impact the financials of PVR. Further, after the merger, the promoters will keep PVR indemnified from any contingent liabilities and obligations associated with BHPL. Given the safeguards, we believe the scheme is not prejudicial to the interests of minority shareholders.

201 29 Feb. 2016

HT Media Ltd.

Postal Ballot

Management (1) Transfer the Multimedia Content Management business and part of the Digital business of HT Media Ltd. to HT Digital Streams Ltd. via a slump sale.

For For The company plans to consolidate its Multimedia Content Management and Digital business into one entity, under HT Digital Streams Ltd.. As part of the consolidation the Multimedia Content Management and Digital businesses of both HT Media Ltd. and Hindustan Media Ventures Ltd. will be carved out and transferred to HT Digital Streams Ltd.. As consideration for the transfer, HT Digital Streams will issue 11.4 mn shares to HT Media Ltd.. The aggregate businesses to be transferred from HT Media Ltd. contributed to 5. 3% of FY15 Consolidated Revenues and 7. 0% of FY15 Consolidated PAT. The valuation is broadly in line with industry peers. Following the transfer, HT Digital Streams will house the Multimedia Content Management and part of the Digital business of both HT Media and Hindustan Media Ventures. HT Media and Hindustan Media Ventures will continue to be invested in HT Digital Streams. Thus, shareholders of HT Media will receive proportional benefits from a larger digitally focused entity.

202 19 Mar. 2016

Transport Corporation of India Ltd.

Court Con-

vened Meeting

Management (1) Transfer of XPS business to TCI Express Ltd., a wholly-owned subsidiary.

For For In order to unlock value, Transport Corporation of India Ltd. (TCI) plans to separate its XPS business and house it under a separate company, TCI Express Ltd. (TCIEL) that will be subsequently listed. The XPS business accounts for about 30% of TCI’s revenues and operates at an 8%-10% EBITDA margin. TCIEL will issue one share for every two shares of TCI – this pegs the


64

Sr. No.

Date of meeting

Company Name



or Shareholder


Management recom-

mendation

Vote (For/

Against/Abstain)

Reason

valuation of the XPS business at around Rs.6 bn (TCI’s current market capitalization is about Rs.18 bn). The valuation is correlated to the business’ contribution to overall revenues and EBITDA. Further, since the shareholding of TCIEL will mirror that of TCI, all shareholders of TCI will receive equitable treatment.

203 26 Mar. 2016

HT Media Ltd.

Court Con-

vened Meeting

Management (1) Transfer the Multimedia Content Management business and part of the Digital business of HT Media Ltd. to HT Digital Streams Ltd. via a slump sale.

For For The company plans to consolidate its Multimedia Content Management and Digital business into one entity, under HT Digital Streams Ltd.. As part of the consolidation the Multimedia Content Management and Digital businesses of both HT Media Ltd. and Hindustan Media Ventures Ltd. will be carved out and transferred to HT Digital Streams Ltd.. As consideration for the transfer, HT Digital Streams will issue 11. 4 mn shares to HT Media Ltd.. The aggregate businesses to be transferred from HT Media Ltd. contributed to 5. 3% of FY15 Consolidated Revenues and 7. 0% of FY15 Consolidated PAT. The valuation is broadly in line with industry peers. Following the transfer, HT Digital Streams will house the Multimedia Content Management and part of the Digital business of both HT Media and Hindustan Media Ventures. HT Media and Hindustan Media Ventures will continue to be invested in HT Digital Streams. Thus, shareholders of HT Media will receive proportional benefits from a larger digitally focused entity.

Summary of Proxy Votes cast by Mutual Funds/AMCs across all the investee companies:

SUMMARY OF VOTES CAST DURING THE F.Y. 2015-16

F.Y. Quarter Total no. of resolutions

Break-up of Vote decision

For Against Abstained

2015-16 April to June 2015 125 125 0 0

2015-16 July to September 2015 1006 999 6 1

2015-16 October to December 2015 46 45 1 0

2015-16 January to March 20116 53 52 1 0


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